Interlashing general terms and conditions

These terms and conditions shall apply to all activities of Interlashing BV (Vlissingen, registered number 22043039).

'Principal' is every natural person or legal entity that has concluded or wants to conclude an agreement with Interlashing, including all its representative(s), agent(s), successor(s) and heir(s).

SALE OF SERVICES AND GOODS

Article 1: Applicability

1.1

These general terms and conditions apply to all offers made, agreements concluded and all the legal and other acts done in the performance of obligations thereunder. The application of the general terms and conditions of the principal is excluded.

1.2

Agreements on changes or modifications to these terms and conditions only apply insofar as explicitly agreed upon in writing.

Article 2: Offers/agreements

2.1

Regardless of the form in which proposed, offers made by Interlashing do not give rise to any obligations.

2.2

Agreements are deemed to be concluded only after confirmation by Interlashing, or after Interlashing has started the performance of obligations under the agreement.

Article 3: Prices

3.1

Given prices are based on cost-determining elements, excluding VAT and transport and insurance costs. The principal shall reimburse Interlashing at its first request for the VAT which was originally not included but deemed due later on.

3.2

In case of a rise of one or more of the cost-determining elements – including purchase prices, salary costs, taxes, social benefits, freight costs and exchange rate fluctuations – Interlashing can raise the original price accordingly.

3.3

In case of delay which is not caused by the fault of Interlashing, the principal shall pay the following extra costs to Interlashing: costs for idle time and loss of time, as well as travel time, travel and accommodation expenses of all Interlashing personnel and of third parties Interlashing called upon.

3.4

If Interlashing needs to make specialized tools or needs to have them made, the costs of such shall be paid by the principal.

Article 4: Services

4.1

The services provided by Interlashing are amongst others all intellectual or manual activities relating to fixing, securing and possibly covering the goods or the cargo and/or delivery of the materials and/or services needed therefore, among which welding work, order treatment, collecting of orders, preparing for shipment, issuing invoices, labeling, exchanging and managing information on the goods, insofar as these were agreed upon by the principal and Interlashing.

4.2

When transferring the instructions, timely before the start of the activities, the principal shall inform Interlashing in writing on:
- the correct and precise description of the goods, including the sort, number, weight, status and category of dangerous goods;
- all instructions and restrictions with regard to the protection, the handling or the storage of the goods and the performance of the task in general;
- all instructions relating to the protection and safety of persons, including employees.

4.3

The goods need to have all necessary marks, according to their characteristics.

4.4

The vehicles which are made available need to be presented in a way that allows the immediate start of the performance of the task and in accordance with the usual work methods and legal provisions. Before the start of the transport operation, the carrier shall verify whether the stowage and - if applicable- the lashing of the goods were executed in accordance with the technical requirements of the vehicle and in accordance with the applicable legal provisions.

4.5

The principal is entitled to check the installations, warehouses and machinery of Interlashing on their suitability before they are used. In the absence of such a check or any reasoned reservation, they are deemed to be found suitable.

4.6

The principal indemnifies Interlashing and holds Interlashing harmless against any claims and reimburses all damages, losses and costs that would result from a breach of the abovementioned obligations even if the breach is the result of a third party’s action or lack thereof.

Article 5: Goods

5.1

The goods are delivered as mentioned in the order confirmation. Colours, measures, weights, numbers, grades, percentages, etc. that parties have agreed upon will be respected by Interlashing as carefully as possible, with respect however for the usual tolerances on deviations for the goods. Deviations in colours, measures, weights, numbers, grades, percentages, etc. that are within the boundaries of these tolerances, do not have any effect on the validity of the agreement and cannot form a basis for a claim by the principal against Interlashing, whatever claim this may be (e.g. termination of the agreement, non-payment, price reduction, damages, refusal of the goods).

5.2

All sales and deliveries are EXW (Incoterms 2010). Delivery remains EXW, even when the mode of shipment or transport is determined by Interlashing. The costs and risks of the shipment or the transport remain for account of the principal.

5.3

Only when explicitly requested by the principal and on the condition of reimbursement, will Interlashing arrange for insurance of the goods during transportation with the insured value limited to the sales price of the goods. There will be insurance against the normal transportation risk.

5.4

The principal shall insure the goods against theft, fire, explosion and water damage from the moment of delivery onwards for the course of the retention of title. The principal, when requested, shall allow Interlashing to inspect the insurance policies. All claims by the principal against the insurers of the goods, based on the aforementioned insurance policies, shall, as soon as Interlashing wishes, be assigned to Interlashing.

5.5

The indication of the delivery time is always as accurate as possible and in good faith, but is not binding. When indicating the delivery time, Interlashing assumes that it can perform its obligations under the circumstances known to Interlashing at that moment. Delivery time starts at the date of the order confirmation, but – insofar as applicable- not before the moment when all (technical) data on the goods are known to Interlashing and possible schedules, drawings, etc. are approved by Interlashing.

Article 6: Obligation to take delivery

6.1

The principal has an obligation to take delivery.

6.2

When the principal, upon delivery of the goods, has not taken delivery of the goods within the term agreed upon, or if he, when no such term was agreed upon, has not taken delivery of the goods within one month after the date of the sale, Interlashing has the right to immediately (without prior notice of default and without prior judicial authorisation) terminate orders for which no delivery has been taken, without any liability for Interlashing for damages and without prejudice to the right of Interlashing to claim damages (including warehouse and personnel costs) from the principal.

Article 7: Payment

7.1

Payments are due within 30 days after the date of the invoice.

7.2

Retention of payment and/or set-off and/or compensation of payments cannot be invoked to refuse or postpone payment of invoices.

7.3

In case of late payment, the principal is ipso jure in default and the outstanding amount shall produce an interest by law of 10% yearly from the due date onward.

7.4

Interlashing is also entitled to a lump sum compensation of 10% of the outstanding invoice amounts for the costs resulting from the non-payment.

Article 8: Warranty

8.1

With regard to hidden defects of the goods, Interlashing can only be held liable for serious, hidden defects to the goods resulting from the defects in the raw materials and/or in the manufacturing, all other causes excluded, and which defects existed at least in their origins at the moment of the delivery of the goods.

8.2

Without prejudice to article 14, every action against Interlashing because of a defect to the goods and/or non-conformity with the sold goods shall be initiated before processing and/or selling of the goods and in any case within a period of 1 month starting from the delivery of these goods, this term being a limitation period not susceptible to interruption or suspension.

8.3

Interlashing’s warranty obligation, if any, will exclusively be performed at the choice of Interlashing, either through a refund, without extras, of the price paid for the non-compliant goods, or, if possible, through the replacement without charges of the non-compliant goods (e.g. if the goods are available in stock); the replacement is free insofar as it relates to the price of the goods; yet, though the replacement itself is free; the charges attached to the return of the non-compliant goods and the shipment of the new goods are always for the account of the principal.

8.4

No warranty is given for defects that are the result of:
- normal wear and tear;
- unprofessional use;
- modifications or reparations made by the principal or third parties;
- force majeure or other causes which are not the fault of Interlashing.

8.5

The principal can only call upon Interlashing’s warranty after he has fulfilled all his duties towards Interlashing.

Article 9: Liability

9.1

Interlashing’s obligations are obligations of means or efforts, not obligations of result. Interlashing is only liable for the material damages and/or the material loss which is the direct consequence of its specific proven fault.

9.2

Interlashing is not liable for damages resulting from:
- an event before or after the concrete performance of Interlashing’s obligations, or
- the inherent defect or the own nature of the goods and/or the packaging, or
- the fault of a third party or the principal, or
- the absence of communication or the incorrect communication of data or instructions or the communication of incorrect or incomplete data or instructions by the principal or third parties, or
- force majeure, as specified below

9.3

Damages suffered by the principal consisting of amongst others injuries or affection of the health, death, total or partial destruction, damage to, loss or disappearance of the goods, which occurrences are caused by shortcomings or faults in the performance of the services or goods delivered by Interlashing, are subject to a limitation of liability equal to the order amount and further subject to the following limitations:
- for the goods in general, up to a maximum amount of 2 EUR per kg of gross weight of the lost or damaged goods;
- specifically for steel products (amongst others, coils, sheets, plates, slabs, pipes, tubes, beams, bars, blooms, billets, wire rods and cast iron pipes), without prejudice to the limitation of 2 EUR per kg gross weight, a further limitation applies of 1.000 EURO per collo.
- for the ship or other mode of transportation, up to maximum amount of 25.000 EUR.

Regardless of the nature, size or subject of the damage, the maximum liability shall never be higher than 25.000 EUR per event or series of events, resulting from the same cause.

In case of a combination of different claims in relation to damage to the ship or mode of transportation, damage to or loss of goods or equipment made available by the principal or third parties, or whatever other damage, Interlashing’s total liability shall never exceed 50.000 EUR regardless of the number of parties claiming damages.

9.4

Interlashing is never liable for loss of production, business losses, time losses, demurrage, loss of profits, loss of customers or turnover, damage to third parties, fines or lump sum damages and in general all immaterial, indirect or consequential damages.

9.5

When a claim is made against Interlashing for compensation of damages that a third party, including the personnel of the principal, has suffered in relation to the goods or services that Interlashing has delivered, the principal is explicitly obliged to indemnify Interlashing and hold Interlashing harmless against this claim.

9.6

The provisions of the previous paragraphs apply also in favour of persons or entities that are part of the Interlashing and that have been involved by Interlashing as assistants, agents, subcontractors, suppliers. The principal has no right to more compensation from Interlashing and the persons or entities in Interlashing than what he would be entitled to from one of them.

Article 10: Force majeure

10.1

In case of force majeure Interlashing can suspend or immediately terminate its obligations without this giving rise to any right to compensation of the damages for the principal.

10.2

Force majeure includes amongst others: war or threat of war, mobilization, riots, epidemics, martial law, strikes or lock-out, fire, accidents, lack of or diseases of the personnel both with the suppliers whom Interlashing buys goods from as with Interlashing itself, malfunctions, defect of the equipment of Interlashing, downsizing of or changes in production, theft or embezzlement from the warehouses or work places of Interlashing, legal provisions or other governmental measures which impede or render more difficult the normal performance of Interlashing’s obligations, natural disasters, delayed delivery regardless of the cause of timely ordered goods, as well as all other circumstances on which Interlashing cannot have an impact.

10.3

Force majeure under these general terms is also: every action or neglect of the principal, his organs, subordinates or agents, because of which the execution of the task agreed upon is delayed or has become impossible. Force majeure for the third parties contracted by Interlashing is also force majeure for Interlashing without Interlashing being obliged to contract other third parties or execute the tasks itself.

Article 11: Intellectual property

11.1

Interlashing retains all copyrights and all rights of intellectual or industrial property on its offers, designs, etc. and the information, knowledge and experience that lies in this, regardless of the fact that the principal may have paid for the production thereof.

11.2

These data cannot be copied or in any other way used or transmitted to third parties, without the explicit consent of Interlashing. In case of violation of this provision, the principal shall pay lump sum damages of 25.000 EUR to Interlashing, without prejudice to the right of Interlashing to claim real damages, in case these would be higher.

Article 12: Retention of title, right of retention, pledge

12.1

After delivery Interlashing remains the owner of the delivered goods as long as the principal has not paid the price of these or other delivered goods. As long as title to the delivered good remains with Interlashing, the principal cannot encumber, transfer, rent, pledge or under whatever name give in usage or in any other way give away the goods. After invoking its title of the goods, Interlashing can retrieve the delivered goods. The principal authorises Interlashing to enter the premises where the goods are located.

12.2

If Interlashing cannot invoke its retention of title, because the delivered goods are mingled up with other goods, modified or integrated in other goods, the principal shall pledge these other or newly formed goods to Interlashing.

12.3

Interlashing is entitled to retain goods, documents and money on account of and for the risk of the principal until the claims of Interlashing against the principal, for whatever reasons they may be, are completely fulfilled. All goods, documents and money, which Interlashing for whatever reasons there may be and regardless of the purpose has obtained or shall obtain from the principal, serve as collateral for all claims which Interlashing has or shall have against the principal. The principal explicitly grants Interlashing a commercial pledge on these goods, documents and money.

Article 13: Termination

13.1

Interlashing can immediately terminate the agreement with the principal, and all claims Interlashing has, for whatever reasons there may be, shall be immediately due if one of the following circumstances arises:
- an application is made or a decision is rendered, with regard to the principal, on insolvency, protection under the Law on the Continuity of Enterprises (Wet Continuïteit Ondernemingen), suspension of payment of the principal, or the principal loses the power over his assets or business;
- goods and or claims of the principal are seized or arrested;
- the principal remains in default to fulfill any obligation towards Interlashing, despite a formal reminder;
- the principal stops his professional activities, or in case of a company or other legal entity, is dissolved.

Article 14: Time bar and lapse of claim

14.1

Under penalty of the lapsing of any right of claim, all complaints shall be submitted in writing within 8 days after the delivery of the goods or the completion of the services.

14.2

Without prejudice to any compulsorily applicable provision, every claim against Interlashing shall be timebarred after 1 year. The term of the time bar starts on the day following the day on which the goods and/or services were or should have been delivered, or in case of a lack of a delivery date, on the day following the day on which the right of claim has arisen.

Article 15: Applicable law and disputes

15.1

Belgian law is applicable.

15.2

The courts of Antwerp have exclusive jurisdiction. Interlashing can however, subject to its own judgment only, summon the principal before the court of the registered offices or the residence of the principal.

SUPPLY OF WORKERS IN THE NETHERLANDS

Article 16: Definitions

16.1

For the purpose of these general terms and conditions the following shall mean:
- ‘Worker’: every natural person that Interlashing has put at the disposal of the principal to perform tasks under the supervision and command of the principal;
- ‘Occupational disease’: a disease or affliction which results from imposing a burden which, for the greater part, takes place during labour or under working circumstances;
- ‘Services’: Within this Part II, also the supply of workers to the principal for the performance of tasks under the latter’s supervision and command.

Article 17: Working procedure

17.1

Before the start of the assignment, the principal provides Interlashing with an accurate description of the function, function requirements, working schedule, working hours, tasks, working place, working circumstances and the intended duration of the assignment.

17.2

Based on the information provided by the principal and the known characteristics, knowledge and skills of the available workers, Interlashing determines which workers it proposes to the principal for the execution of the assignment. The principal is entitled to refuse the proposed worker, in which case the worker will not be put at the disposal of the principal.

17.3

Interlashing does not commit any breach towards the principal and will not have to pay any damages if the contacts between the principal and Interlashing prior to a possible assignment, which contacts may include a concrete demand by the principal for a worker, for whatever reason do not, or not within the preferred period of time lead to a situation where a worker is actually put at the disposal of the principal.

17.4

Interlashing cannot be held liable for the damage which follows from putting workers at the disposal of the principal who do not satisfy the requirements set by the principal, unless the principal files a complaint in writing within a reasonable period of time after the start of the execution of the assignment and proves that there is intent or conscious recklessness by Interlashing during the selection procedures.

Article 18: Working times and working hours

18.1

The extent of the work and the working hours of the worker with the principal are determined in the confirmation of the assignment or otherwise agreed upon. The working times, the working hours and the resting periods of the worker are equal to the normal times and hours with the principal, unless otherwise agreed upon. The principal guarantees that the working times, the working hours and the resting periods are in line with the legal requirements. The principal sees to it that the worker does not exceed the working times allowed by law and the extent of the work agreed upon.

Article 19: Command and supervision

19.1

The principal shall, when commanding or supervising a worker or executing an assignment, behave towards the worker in the same careful manner as he behaves towards his own employees.

19.2

The principal shall not lend the worker to a third party; which means putting the worker at the disposal of a third party for executing tasks under the command and supervision of this third party. Lending in this article comprises putting the worker at the disposal of a person or a legal entity to which the principal is connected in a group or concern.

19.3

The principal can only employ the worker in a way that is not in line with what was agreed upon in the assignment or in the terms and conditions, if agreed upon in writing by Interlashing and the worker.

19.4

Employment of the worker abroad by a principal who is registered in the Netherlands is only allowed under strict command and supervision of the principal and for a determined period of time, if agreed upon in writing by Interlashing and the worker. The extra costs that this execution of the assignment causes (amongst others the costs of transportation or accommodation), shall be borne by the principal.

19.5

The principal shall indemnify the worker for all damages he suffers when a good which he owns and which is used in the execution of the assignment, is damaged or destroyed.

19.6

Interlashing cannot be held liable by the principal for damages or losses to the principal, third parties or the worker, which result from the actions or lack thereof of the worker.

19.7

Interlashing cannot be held liable by the principal and/or third parties for the obligations that the workers assumed towards or that arose for the workers towards the principal and/or third parties, either with or without the consent of the principal or third parties.

19.8

The principal indemnifies Interlashing and will hold Interlashing harmless against any liability (including costs including the costs of any legal assistance) of Interlashing as supplier of the workers –directly or indirectlyfor the damages, losses or obligations as referred to in article 19.5, 19.6 and 19.7.

19.9

The principal shall, insofar as possible, insure himself against any liability based on this article. The principal shall provide evidence of this insurance at the request of Interlashing.

Article 20: Working conditions

20.1

The principal declares that he is familiar with the fact that he is considered to be an employer under the Law on Working Conditions (Arbeidsomstandighedenwet). The principal is responsible to the worker and Interlashing for honouring the obligations, resulting from article 7:685 of the Civil Code, the Law on the Working Conditions and related legislation, relating to the safety on the work place and to good working conditions in general.

20.2

The principal shall provide timely information in writing to Interlashing and the worker, on the qualifications and specific features of the job, at least one working day before the start of the execution of the assignment. The principal shall actively inform the worker on the Risk Inventarisation and Evaluation (RIE) system used within his company.

20.3

If the worker has a working accident or an occupational disease, the principal shall, if legally required, immediately inform the appropriate official bodies of this and ensure that a report in writing is immediately made. In this report the cause of the accident is described in a way that it can be determined with a reasonable degree of certainty if and to what extent the accident is a consequence of the fact that not enough measures were taken to prevent the accident or disease. The principal informs Interlashing as soon as possible on the working accident or occupational disease and gives him a copy of the report.

20.4

The principal shall pay the worker for – and indemnify Interlashing and hold Interlashing harmless againstall damages (including costs including the costs of any legal assistance) the worker suffers when executing his function, if and insofar as the principal and/or Interlashing are liable under article 7:658 and/or article 7:611 of the Civil Code.

20.5

The principal shall pay Interlashing for all damages that Interlashing suffers as a consequence of a working accident or occupational disease of a worker or the death of a worker as a consequence of a working accident or occupational disease for which the principal and/or Interlashing are liable under article 7:658 and/or article 7:611 of the Civil Code and/or any other governmental regulation. The damages consist amongst others of the salary costs of Interlashing in case of invalidity of the worker and/or other costs relating to the consequences of the working accident or occupational disease.

20.6

If the working accident leads to death, the principal shall pay damages (including costs including the costs of any legal assistance) according to article 6:108 Civil Code to the persons named in this article. The principal shall also pay the costs as referred to in 7:674 Civil Code to Interlashing.

Article 21: Liability of the principal

21.1

The principal who does not observe his obligations under these general terms and conditions and in particular articles 17, 18, 19, 20 and 21, shall pay all resulting damages to Interlashing (including all costs including the costs of any legal assistance), without the need for a prior notice of default, and if necessary, he shall indemnify Interlashing and hold Interlashing harmless against any claims from third parties, amongst whom the workers. This is without prejudice to the fact that Interlashing can formulate any other claim, such as the termination of the agreement.

21.2

The principal shall insure himself sufficiently against all forms of liability (under articles 17, 18, 19, 20 and 21). At the request of Interlashing the principal shall provide evidence of the insurance.

21.3

The provisions of this article apply generally, both – if necessary in a suppletive manner- to subjects for which these general terms already provide a specific obligation to pay damages and to subjects for which no such specific obligation is provided for in these general terms.

Article 22: Court and jurisdiction

22.1

Notwithstanding article 15, Dutch law applies to and the courts of Rotterdam have jurisdiction with regard to the supply of workers in the Netherlands.