Article 1 - Applicability of conditions                                                                                    

1.1.        These terms and conditions apply to all offers and/or agreements by Kayden Stone en Ceramics B.V. or Kayden Sales B.V. or Kayden Beheer B.V. (hereinafter further referred to as: "Kayden") made to or entered into with third parties (hereinafter individually referred to as: "the Customer"), as well as to the execution thereof, and to the exclusion of any terms and conditions used by the Customer. Deviating terms and conditions can only be invoked by the Customer if they have been accepted by Kayden in writing.                                                

Article 2 - Quotations and order confirmations                                                                                               

2.1.        All offers from Kayden are without obligation. Orders and acceptances of offers by the Customer are irrevocable. In this offer it will be clear to the Customer by which Kayden company an offer is made. This is one of the companies referred to in Article 1.1. This individual company will then be the Contracting Party of the Customer.

2.2.        Kayden is only bound if it has confirmed the order in writing or has commenced execution.

2.3.        Inaccuracies in Kayden's order confirmation must be reported to Kayden in writing within 3 days of the date of the order confirmation, failing which the order confirmation is deemed to accurately and completely reflect the agreement and the Customer is bound by it.

2.4.        Verbal promises or agreements made by or with Kayden's personnel only bind Kayden if it has confirmed this in writing.

2.5.        These general terms and conditions apply in full to any changes to the agreement.        

2.6.        Illustrations, drawings, samples, weight statements, (technical) specifications and other data, whether or not included in prospectuses, catalogues, circulars, advertisements and price lists, notified by Kayden to the Customer at or after the offer have the character of an approximate indication. Data derived from this shall only be binding if expressly agreed upon.

2.7.        If an offer does not lead to the conclusion of an agreement between Kayden and the Customer, Kayden has the option of charging the Customer for the costs of making the offer. 

Article 3 - Prices                                                                                                                            

3.1.        Prices quoted by Kayden or agreed with Kayden include packaging and transport costs, but exclude VAT, import and export duties, excise duties and other taxes or levies imposed or levied on the products.                     

3.2.        If cost-determining factors change after the offer and/or the conclusion of an agreement, Kayden is entitled to adjust the prices accordingly.    

Article 4 - Payment                                                                                                                                

4.1.        Each purchase and sale agreement is entered into under the suspensive condition that the information to be obtained shows the Customer's creditworthiness. Kayden is at all times entitled to demand a security - whether or not in the form of an irrevocable letter of credit or bank guarantee - from the Customer for the timely and complete fulfilment of his payment and other obligations.

4.2.        Kayden is at all times entitled to deliver exclusively against cash payment or cash on delivery.                                                                                 

4.3.        Without prejudice to the provisions in paragraphs 1 and 2, the Customer is obliged to pay the purchase price within thirty days of the invoice date, without discount, suspension or setoff by transfer to a bank account of Kayden.

4.4.        If the Customer is a consumer, the prohibition of discount, suspension or setoff does not apply.                             

4.5.        Negligence on the part of the Customer with regard to taking delivery of the goods does not affect his payment obligations. Kayden is at all times authorised to set off everything it owes the Customer against what the Customer and/or companies affiliated with the Customer owe Kayden, whether or not due and payable.                           

4.6.        If the Customer has not fulfilled his payment obligations on the due date, he is immediately in default without notice of default being required. In that case the Customer is liable for all damage suffered and to be suffered by Kayden.                                                                             

4.7.        If partial deliveries are made, Kayden is not obliged to make further deliveries until the invoices relating to the partial deliveries already made have been paid, without prejudice to the provisions in the other paragraphs of this article.                                                                                

4.8.       From the moment of default as stipulated in paragraph 3 of this article, the Customer shall owe the statutory commercial interest. This interest amounts to 1.5% per month, whereby each part of a month is month shall be deemed to be a full month. If Kayden has to take judicial or extrajudicial measures in connection with overdue payment, all costs arising therefrom shall be for the account of the Customer. If Kayden has to take (extra)judicial measures in connection with non-timely payment, all resulting costs shall be for the account of the customer, which shall be at least 15% of the outstanding claim with a minimum of Euro 150. without prejudice to the right to full compensation.      

4.9.        In the event that Kayden incurs legal costs in connection with any shortcoming of the parties agree that the customer shall reimburse Kayden by analogy with article 1019h of the Dutch Code of Civil Procedure for the actually incurred by Kayden, other than those referred to in articles 237 to 242 inclusive. referred to in articles 237 up to and including 242 of the Dutch Code of Civil Procedure..

4.10        Payments made by the Customer shall first be applied to settle all interest and costs owed and then to settle due and payable invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice.                                                

4.11         The entire invoice amount is immediately due and payable in full in the event of late payment of an agreed instalment on the due date, as well as if the Customer becomes bankrupt, applies for (provisional) suspension of payments, the statutory debt rescheduling arrangement (WSNP) is declared applicable to the Customer and/or if any attachment is levied on the Customer's goods and/or claims. If one of the aforementioned situations arises, the Customer is obliged to inform Kayden immediately.      

Article 5 - Conformity                                                                                                 

5.1.        All statements by Kayden of quantities, colors, quality, performance and / or other indications relating to its products are made with as much care as possible. However, Kayden cannot guarantee that there will be no deviations in the matter. The Customer must check compliance with the quantities and/or other indications specified by Kayden or agreed with Kayden upon receipt of the products.                                                   

5.2.        The Customer must ensure that the products to be ordered and/or ordered by him and the associated packaging, labelling and other information comply with all government regulations in the country of destination. The use of the products and the conformity with government regulations is at the risk of the Customer.                                      

5.3.        The materials offered have not yet been tested for the requirements set out in the Building Materials Decree. Any costs to be made for research will be charged to the Customer by Kayden. Products are offered in accordance with the standards applicable at that time as declared applicable from time to time in the natural stone edition of the SBR-WTCB.                                                       

Article 6 - Delivery time                                                                                                             

6.1.        Agreed delivery times shall never be regarded as firm dates, unless expressly agreed otherwise. In case of untimely delivery Kayden must therefore be given notice of default in writing.

6.2.        Exceeding the delivery period does not oblige Kayden to pay any compensation. An appeal to both complete and partial dissolution An appeal to both full and partial dissolution by the customer is excluded.                                            

6.3.        The delivery time is based on the working conditions applicable at the time of concluding the agreement and on timely delivery of the goods ordered by Kayden for fulfilment of the agreement. If, through no fault of Kayden, a delay occurs as a result of a change in the intended work and/or because goods ordered for the execution of the agreement are not delivered on time, the delivery time will be extended as far as necessary.    

6.4.        With regard to the delivery time, the goods are deemed to have been delivered when they are ready for dispatch, all this after the Customer has been notified of this in writing.               

6.5.        Without prejudice to the provisions elsewhere in these terms and conditions regarding extension of the delivery time, the delivery time will be extended by the duration of the delay that arises on the part of Kayden as a result of the Customer's failure to comply with any obligation arising from the agreement or to request his cooperation with regard to the execution of the agreement

6.6.        When a part of the order is ready, Kayden can, at its discretion, either deliver this part or only deliver when the entire order is ready, without prejudice to the provisions in paragraph 1 of this article.                         

6.7.        If the Customer remains in default of receiving the goods after a summons, Kayden can, at its discretion, either deliver at a time to be determined by it or declare the agreement or the part of the agreement that has not yet been executed dissolved without judicial intervention and without any notice of default being required, without prejudice to its right to compensation for damages and reimbursement of storage costs in accordance with the market. Until the moment of delivery or dissolution, the goods are stored at the expense and risk of the Customer at Kayden or a third party. Article 7 - Non-attributable shortcomings (force majeure)                                                         

7.1.        If Kayden is temporarily prevented from fulfilling its obligations due to circumstances beyond its control and sphere of risk after the conclusion of the agreement, it is entitled to suspend the execution of the agreement for the duration of the prevention. In that case, the Customer is not entitled to compensation for damages, costs or interest. Under such circumstances are in any case: war, danger of war, strikes, fire, riots, molestation, earthquake, water damage, flooding, accident or illness of personnel, theft by third parties, business or machine failure, stagnation in transport, disruptive legal provisions, import/export restrictions, problems unforeseen by Kayden in the delivery of energy, production or transport and any other circumstance that is not exclusively dependent on Kayden's will, such as the non-delivery or late delivery of goods or services by third parties engaged by Kayden.                                                      

7.2.        If Kayden has already partially fulfilled its obligations when the force majeure situation arises or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Customer is obliged to pay this invoice as if it were a separate agreement.                                

7.3.        If there is a situation of force majeure, Kayden is authorised to dissolve the agreement for the part that cannot be part of the agreement that cannot be carried out by means of a written statement. An appeal to both full and partial An appeal to both full and partial dissolution is excluded for the Customer.                                    

Article 8 - Delivery, transfer of risk and transport                                                            

8.1.        The Customer bears the risk of the goods ordered by him from the moment they are delivered to him. If the goods are transported to the Purchaser, the goods are delivered to him at the moment at which the first carrier has taken over the goods, unless explicitly agreed otherwise.           

8.2.        Deliveries up to approx. 2% must be accepted. When ordering, the Buyer is deemed to accept a minimum of 2% cutting and breakage loss.                  

8.3.        Unless otherwise agreed, Kayden determines the method of transport.               

8.4.        If transport of the goods is at Kayden's risk, Kayden will take out insurance to cover the risk of breakage, loss, loss or theft of the goods during transport. In that case the Customer is obliged to examine the delivered goods upon arrival; if an insured event as referred to in the first sentence has occurred, the Customer is obliged to have the carrier make a note of this on the document concerned, which must also be sent to Kayden without delay, and to contact Kayden immediately. 8.5.        In the event that Kayden has taken out an insurance policy in accordance with the provisions of paragraph 3, he is obliged to pay any insurance payment to the Customer; he is not obliged to make any other performance.                                                                                     

Article 9 - Complaints                                                                                  

9.1.        Kayden guarantees the soundness of the products delivered by her in accordance with what the Customer may reasonably expect under the agreement. If defects nevertheless occur in the products delivered by Kayden as a result of manufacturing, material and/or packaging errors, Kayden will replace the products concerned in whole or in part or apply a reasonable price reduction, all this at Kayden's discretion and solely at Kayden's discretion. This warranty is valid for a maximum period of 12 months or as much shorter as is apparent from the expiration date indicated on the product. If the Customer is a consumer, the guarantee is valid for a maximum period of 24 months or so much shorter as appears from the expiry date indicated on the product.                                       

9.2.        Defects that occur in or (partly) as a result of the guarantee are in any case excluded from the guarantee:

- failure by (staff of) the Customer to comply with instructions or regulations;

- use other than the normal foreseen use;                                         

- injudicious storage or use by the Customer of mixing products or use of products in a state other than the original state;   

- the application of any government regulation regarding the nature or quality of materials used.                                                                                         

- Kayden does not accept any complaints, in any sense whatsoever, when the goods have been processed, applied, changed etc. by the Customer.                                               

9.3.        The Customer must inspect the delivered products carefully immediately upon receipt, under penalty of forfeiture of any right to complain and/or replacement.              

9.4.        Any complaint regarding the quantity of products delivered and transport damage must be noted on the consignment note or delivery note upon delivery, failing which the consignment note or delivery note shall constitute compelling evidence against the Customer of the fact that the correct quantity of products have been received and that these products were in good condition and received free of transport damage.                      

9.5.        The Customer - insofar as he is not a consumer - must complain to Kayden in writing within 8 days after a defect occurs after delivery. In the absence of a timely complaint, all claims against Kayden lapse.                         

9.6.        If the Customer complains, he is obliged to give Kayden the opportunity to inspect the products (or have them inspected) in order to establish the shortcoming. The Customer is obliged to keep the products about which a complaint has been made available to Kayden, on pain of forfeiting any right to complain and/or replacement.                                                              

9.7.        Returning sold products to Kayden is only permitted after obtaining the express written permission of Kayden and if the products are clearly recognizable as a return and the products and packaging are still in their original condition.                                                                                                         

9.8.        Returns due to transport damage will only be accepted by Kayden if the products are packed in original unopened packaging and have therefore not been used.                                            

9.9.        Returns of products of which the expiration date has expired or which have been custom made for the Customer are not possible.                                       

9.10.      The products remain at all times (also during return shipment) at the expense and risk of the Customer.                                                                                            

9.11.      9.11. The Customer must arrange the transport of the return shipment itself and bear the associated costs. Any special shipping and/or other instructions from Kayden for the return shipment must be observed at all times.       

9.12.      Any defects concerning part of the delivered products do not entitle the Customer to reject or refuse the entire batch of products delivered.                       

9.13.      The Customer - insofar as he is not a consumer - must notify Kayden in writing of any inaccuracies in Kayden's invoices within 5 days of the invoice date, failing which the Customer is deemed to have approved the invoice.

9.14.      Complaints do not suspend the payment obligations of the Customer. 

9.15.      9.15. After a shortcoming in a product has been detected, the Customer is obliged to do everything possible to prevent or limit damage, explicitly including any immediate cessation of use and trading.                                                            

Article 10 - Retention of title                                                                    

10.1.      Kayden retains ownership of the products delivered and to be delivered until its claims for whatever reason regarding all products delivered and to be delivered have been paid in full by the Customer, including claims due to failure to comply with one or more agreements.                            

10.2.      If the Customer fails to fulfil his obligations under (an) agreement with Kayden, Kayden is entitled to retrieve the products belonging to it (or have them retrieved) from the place where they are located, at the expense of the Customer.                                         

10.3.      The Customer is not entitled to pledge products that have not yet been paid for or to transfer ownership thereof other than in the context of normal business operations.           

10.4.      As long as the ownership of goods delivered by Kayden has not yet passed to the Customer, the Customer is obliged to keep the goods, which are Kayden's property, with due care and as the recognisable property of the supplier and to properly insure them against fire and theft. The Customer is obliged to provide Kayden with the policy and proof of payment of the insurance premium for inspection upon request.                 

10.5.      The Customer has no right of retention towards Kayden on the products delivered by Kayden. Kayden hereby retains a non-possessory pledge on the delivered goods that have passed into the ownership of the Customer by payment and are still in the Customer's hands, as additional security for claims, other than those referred to in Article 3:92(2) of the Dutch Civil Code, that Kayden may still have against the Customer for whatever reason.                 

10.6. The Customer is obliged to notify Kayden immediately by telephone of claims by third parties on goods subject to retention of title, as well as of attempts by third parties to gain control of or seize goods subject to retention of title. Furthermore, the Customer is obliged to confirm the aforementioned notification to Kayden in writing by return of post.                                                           

Article 11 - Resale, penalty clause and inspection            

11.1.         As long as the delivered goods have not been paid for in full, the Buyer is not authorised to resell, deliver or pledge the goods or to process or process them or make them available to another party in any other way, under whatever title, whether or not for no consideration and whether or not in use. Unless Kayden advises to the contrary, however, the Customer is authorised to sell the goods (or have them sold) and/or to deliver them (or have them delivered) within the framework of its normal business operations.                                                                      

11.2.      The Customer who acts in contravention of the provisions in the first paragraph forfeits in favour of Kayden a fine for every act that falls under one of the prohibitions stated therein, without prejudice to Kayden's right to compensation. The penalty is equal to twice the invoice amount, but at least € 250 per act.                                       

11.3.      Kayden is authorised to arrange for an independent auditor to audit the Customer's books in order to verify compliance with the provisions of the first paragraph.                                                  

Article 12 - Cancellation                                                                                             

12.1.      The Customer may not cancel a given order. If the Customer nevertheless cancels a given order in whole or in part, he is obliged to reimburse Kayden for all costs reasonably incurred for the execution of this order, Kayden's work and Kayden's loss of profit plus VAT.     

Article 13 - Advice                                                                                                                        

13.1.      All advice given by Kayden and information provided by Kayden about the properties of Kayden products are without obligation and are provided by Kayden by way of non-binding information. Kayden does not provide any guarantee in this respect.                                                          

13.2.      Kayden is not liable for any direct or indirect damages, in any form and for any reason whatsoever, arising from the provision of information and/or advice by Kayden. The Customer indemnifies Kayden against all claims from third parties in this matter, unless there is intent or gross negligence on the part of Kayden.                                                                                    

Article 14 - Liability                                                                                                                       

14.1.      Apart from the provisions in Article 5, the Customer has no claim on Kayden for defects in or with regard to the products delivered by Kayden. Kayden is therefore not liable for direct and/or indirect damage, including personal injury and property damage, immaterial damage, consequential damage (loss of income, stagnation damage, etc.) and any other damage caused by whatever cause, unless there is gross negligence or intent on the part of Kayden.                                              

14.2.      Kayden is also not liable in the aforementioned sense for the actions of its employees or other persons who fall within its sphere of risk, including (gross) fault or intent of these persons.

14.3.      Damage to products caused by damage or destruction of packaging is at the expense and risk of the Customer.                                                                               

14.4.      Kayden is not liable for damage resulting from:

- not or not correctly and/or fully following instructions and/or instructions for use given by her or explicitly stated on the packaging of products;                                                                                                       

- The repackaging or repackaging of the products;                                                         

- using the products in a condition other than their original state or by selling them.

14.5.      In all cases in which Kayden is obliged to pay damages, these will never exceed the invoice value (excluding VAT) of the delivered goods in connection with which damage has been caused, with a maximum of EUR 25.000,-. Moreover, if the damage is covered by Kayden's corporate liability insurance, the compensation will never exceed the amount actually paid out by the insurer in the case in question.                                                                                             

14.6.      If Kayden, on the basis of facts and/or circumstances known to it at that time, proceeds to exercise a right of suspension or dissolution, while it is subsequently irrevocably established that the exercise of this right was wrongful, Kayden is not liable and is not obliged to make any compensation for damages, except in the case of intent or gross negligence on its part.                                 

14.7.      Any claim on Kayden, unless it is recognized by Kayden, expires by the mere lapse of 12 months after the claim arose.                                                 

14.8.      The Customer indemnifies Kayden, its employees and its auxiliary persons engaged for the execution of the agreement against any third party claims, including claims based on product liability, in connection with the execution by Kayden of the agreement, regardless of the cause, as well as against the resulting costs for Kayden.                                                                                                              

Article 15 - Representation                                                                                                      

15.1.      If the Customer acts on behalf of one or more others, he is liable to Kayden as if he were the Customer himself, without prejudice to the liability of those others.           

Article 16 - Intellectual property                                                                                            

16.1.      All intellectual and industrial property rights with regard to the products and their names, and with regard to everything that Kayden develops, manufactures or provides, including packaging, manuals, advertising material and images, belong to Kayden.                         

16.2.      The Customer is not permitted to use the trade names, brands, logos and other designations of Kayden, unless the Customer receives explicit written permission from Kayden to do so. In the latter case, the Customer will comply with Kayden's guidelines and instructions regarding the use of Kayden's brands, logos and other designations.                                               

16.3.      The Customer is not permitted to remove or change any indication concerning patents, copyrights, brands, trade names or other intellectual or industrial property rights from the products.

Article 17 - Final provisions; applicable law and disputes                                             

17.1.      The nullity or voidability of any provision of these terms and conditions or of agreements to which these terms and conditions apply shall not affect the validity of the remaining provisions. Kayden and the Customer are obliged to replace provisions that are null and void or nullified with valid provisions with as much as possible the same purport as the null and void or nullified provision.

17.2.      The place of execution is deemed to be the place where Kayden is established.

17.3.      All agreements made by Kayden are exclusively governed by Dutch law.                              

17.4. The effect of any international convention on the sale of movable tangible property, the effect of which can be excluded between the parties, is not applicable and is hereby expressly excluded. More specifically, the applicability of the Vienna Sales Convention 1980 (CISG 1980) is expressly excluded.                                                                  

17.5.      All disputes between Kayden and the Customer will be settled exclusively by the competent court in the district of Kayden, the Netherlands, unless another Dutch court is competent on the grounds of mandatory law or the Customer is a consumer. Contrary to this, Kayden is authorised to apply to the court in the Customer's place of residence/location.                                                      

Article 18 - Depot                                                                                                                                                        

These terms and conditions have been filed with the Registry of the District Court of Eindhoven. GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT Van Kayden Sales, having its registered office in Bladel and its principal place of business in Hallenstraat 12E. Version 2019, filed with the Chamber of Commerce Noord Brabant under no. 76452123, VAT nr NL860627974B01.