General Terms and Conditions of Sale and Delivery

Definitions

1. Interfilter Group B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 67197590, including the operating companies listed below.
2. Interfilter HVAC B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 24330139.
3. Interfilter Industries B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 24222058.
4. Interfilter Automotive B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 83126856.
5. Interfilter Services B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 83125728.
6. Avilo Stikstof en Perslucht Systemen B.V., established in Vierpolders and registered with the Chamber of Commerce under no. 24320467.
7. Interfilter HVAC, Interfilter Industries, Interfilter Automotive, Interfilter Services and Avilo Stikstof en Perslucht Systemen are hereinafter also collectively referred to as Interfilter Group.
8. Customer: the party with whom Interfilter Group has entered into an agreement.
9. Parties: Interfilter Group and the customer jointly.

Applicability of the general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Interfilter Group.
2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
3. The parties expressly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or third parties.

Offers and quotations

1. Offers and quotations from Interfilter Group are non-binding unless expressly stated otherwise.
2. An offer or quotation is valid at most until the end of the calendar year, unless another acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
4. Offers and quotations do not apply to repeat or additional orders unless the parties have expressly agreed otherwise in writing.

Acceptance

1. Upon acceptance of a non-binding quotation or offer, Interfilter Group reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
2. Oral acceptance by the customer only binds Interfilter Group after the customer has confirmed it in writing or electronically.

Prices

1. All prices applied by Interfilter Group are in euros, exclude VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise.
2. Interfilter Group may change at any time all prices it applies to its products or services, whether published on its website or otherwise communicated.
3. Increases in the cost prices of products or parts thereof that Interfilter Group could not have foreseen at the time of making the offer or concluding the agreement may give rise to price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase results from a statutory regulation.
5. The price relating to a service is determined in advance by Interfilter Group on the basis of the expected number of hours spent, unless expressly agreed otherwise in writing.
6. The price is calculated according to Interfilter Group's usual hourly rates applicable during the period in which the work is carried out, unless a different hourly rate has been agreed.
7. If the parties have agreed a total amount for a service provided by Interfilter Group, this is always an indicative price unless the parties have expressly agreed in writing on a fixed price from which no deviation is permitted.
8. Interfilter Group is entitled to deviate by up to 10% from the indicative price.
9. If the indicative price is expected to exceed the agreed amount by more than 10%, Interfilter Group must inform the customer in good time why a higher price is justified.
10. If the indicative price is expected to exceed the agreed amount by more than 10%, the customer has the right to cancel the part of the assignment that exceeds the indicative price plus 10%.
11. Interfilter Group has the right to adjust its prices annually.
12. No later than 2 (two) months before the end of a calendar year, Interfilter Group will notify the customer of price adjustments.
13. The consumer has the right to terminate the agreement with Interfilter Group if they do not agree with the price increase.

Payments and payment term

1. When entering into the agreement, Interfilter Group may require a deposit of up to 50% of the agreed amount. If Interfilter Group has doubts based on the customer's financial situation or for other valid reasons, it may increase the deposit percentage to 100%.
2. The customer must make payments in arrears within 30 days after delivery of the product, unless expressly agreed otherwise in writing.
3. Payment terms are regarded as strict deadlines. This means that if the customer has not paid the agreed amount no later than the final day of the payment term, the customer is automatically in default without Interfilter Group having to send a reminder or serve a notice of default.
4. Interfilter Group reserves the right to make delivery subject to immediate payment or to require security for the full amount of the services or products.

Consequences of late payment

1. If the customer does not pay within the agreed period, Interfilter Group is entitled to charge interest of 1% per month from the day the customer is in default, whereby part of a month is counted as a full month.
2. When the customer is in default, the customer also owes extrajudicial collection costs and any compensation for damages to Interfilter Group.
3. Collection costs are calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs.
4. If the customer does not pay on time, Interfilter Group may suspend its obligations until the customer has fulfilled their payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Interfilter Group's claims against the customer become immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Interfilter Group, the customer remains obliged to pay the agreed price to Interfilter Group.
7. Failure to pay an invoice on the due date automatically results in the immediate due date of all amounts owed by the buyer under any other invoices.

Right of reclamation

1. As soon as the customer is in default, Interfilter Group is entitled to invoke the right of reclamation in respect of unpaid products delivered to the customer.
2. Interfilter Group invokes the right of reclamation by means of a written or electronic notice.
3. As soon as the customer has been informed that the right of reclamation has been invoked, the customer must immediately return the products to which this right relates to Interfilter Group, unless the parties make other arrangements.
4. The costs of retrieving or returning the products are borne by the customer.

Right of withdrawal

Goods ordered in excess, goods that have become redundant or goods unsuitable for the intended purpose will not be taken back by us, unless expressly agreed otherwise in writing.

Right of suspension

The customer waives the right to suspend performance of any obligation arising from this agreement.

Right of retention

1. Interfilter Group may invoke its right of retention and in that case retain products belonging to the customer until the customer has paid all outstanding invoices owed to Interfilter Group, unless the customer has provided sufficient security for those costs.
2. The right of retention also applies on the basis of previous agreements under which the customer still owes payments to Interfilter Group.
3. Interfilter Group is never liable for any damage the customer may suffer as a result of Interfilter Group exercising its right of retention.

Set-off

The customer waives the right to set off a debt owed to Interfilter Group against a claim on Interfilter Group.

Retention of title

1. Interfilter Group remains the owner of all delivered products until the customer has fully complied with all payment obligations towards Interfilter Group under any agreement concluded with Interfilter Group, including claims relating to failure to perform obligations.
2. Until that time, Interfilter Group may invoke its retention of title and repossess the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, transfer or otherwise encumber the products.
4. If Interfilter Group invokes its retention of title, the agreement is deemed terminated and Interfilter Group has the right to claim damages, loss of profit and interest.

Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at Interfilter Group, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address specified by the customer.
4. If the agreed amounts are not paid or not paid on time, Interfilter Group has the right to suspend its obligations until the agreed part has been paid.
5. In the event of late payment, creditor's default applies, as a result of which the customer cannot hold a delayed delivery against Interfilter Group.

Delivery time

1. Delivery times stated by Interfilter Group are indicative and, if exceeded, do not entitle the customer to terminate the agreement or claim damages, unless the parties have expressly agreed otherwise in writing.
2. The delivery period starts after the quotation approved by the customer has been confirmed to the customer by Interfilter Group in writing or electronically.
3. Exceeding the stated delivery time does not entitle the customer to compensation, nor to terminate the agreement, unless Interfilter Group is unable to deliver within 14 days after having been requested to do so in writing, or the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by them can take place on time.

Transport costs

Transport costs are borne by the customer, unless the parties have agreed otherwise. For carriage-paid shipments, we use the standard means of transport determined by us. If, at the buyer's request, faster means of transport are used for carriage-paid shipments, the resulting costs may be charged to the buyer additionally. At the buyer's expense and risk, we insure the normal transport risk with an insurance company appointed by us.

Packaging and shipping

1. If the packaging of a delivered product has been opened or damaged, the customer must, before accepting the product, have the forwarding agent or carrier make a note of this. Failing this, Interfilter Group cannot be held liable for any damage.
2. If the customer arranges transport of a product themselves, they must report any visible damage to the products or packaging to Interfilter Group before transport. Failing this, Interfilter Group cannot be held liable for any damage.

Insurance

1. The customer undertakes to adequately insure and keep insured against, among other things, fire, explosion, water damage and theft: delivered goods necessary for the performance of the underlying agreement, goods belonging to Interfilter Group that are present at the customer's premises and goods delivered subject to retention of title.
2. At Interfilter Group's first request, the customer must make the relevant insurance policies available for inspection.

Storage

1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs resulting from early or late acceptance of products are borne entirely by the customer.

Assembly/Installation

Although Interfilter Group makes every effort to perform all assembly and/or installation work as well as possible, it assumes no responsibility for this except in cases of intent or gross negligence.

Warranty

1. Where the parties have entered into an agreement of a service nature, this only imposes an obligation of best efforts on Interfilter Group, not an obligation to achieve a specific result.
2. The warranty relating to products applies exclusively to defects caused by faulty manufacture, construction or materials.
3. The warranty does not apply in cases of normal wear and tear or damage resulting from accidents, modifications made to the product, negligence or improper use by the customer, nor where the cause of the defect cannot be clearly established.
4. The risk of loss, damage or theft of products that are the subject of an agreement between the parties passes to the customer at the time they are legally and/or actually delivered, or at least when they come into the possession of the customer or of a third party receiving the product on behalf of the customer.

Performance of the agreement

1. Interfilter Group performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Interfilter Group has the right to have the agreed services performed in whole or in part by third parties.
3. The agreement is performed in mutual consultation and after written approval and payment by the customer of any agreed advance payment.
4. It is the customer's responsibility to ensure that Interfilter Group can commence performance of the agreement on time.
5. If the customer has not ensured that Interfilter Group can commence performance of the agreement on time, any resulting additional costs and/or additional hours will be charged to the customer.
6. The customer ensures that Interfilter Group can carry out its work without interruption and at the agreed time and that, during the performance of its work, it has access to the necessary facilities, such as: gas, water, electricity and internet; heating; a lockable dry storage area; facilities prescribed under occupational health and safety legislation and regulations.
7. The customer bears the risk and is liable for damage to, theft of or loss of property belonging to Interfilter Group, the customer and third parties, such as tools, materials intended for the work or equipment used in the work, which are located at or near the place where the work is carried out or at another agreed location.
8. Without prejudice to paragraph 2 of this article, the customer must take out adequate insurance against the risks referred to in that paragraph. The customer must also ensure insurance of the operational risk of equipment to be used. At Interfilter Group's first request, the customer must send a copy of the relevant insurance policy or policies and proof of payment of the premium. In the event of damage, the customer is obliged to report this to their insurer without delay for further handling and settlement.

Provision of information by the customer

1. The customer provides Interfilter Group in good time, and in the desired form and manner, with all information, data and documents relevant to the proper performance of the agreement.
2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, including where these originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and insofar as the customer requests this, Interfilter Group returns the relevant documents.
4. If the customer fails to provide, does not provide on time or does not properly provide the information, data or documents reasonably requested by Interfilter Group, and the performance of the agreement is delayed as a result, any resulting additional costs and additional hours will be charged to the customer.

Duration of the agreement

1. If an agreement has been entered into for a fixed term, it will, after expiry of that term, be tacitly converted into an agreement for a period equal to the term of the current agreement, unless one of the parties terminates the agreement subject to a notice period of a number of months, or a consumer terminates the agreement subject to a notice period of 1 month, in which case the agreement ends by operation of law.
2. If the parties have agreed, during the term of the agreement, on a period for completion of certain work, this is never a strict deadline. If this period is exceeded, the customer must give Interfilter Group written notice of default.

Confidentiality

1. The customer keeps confidential all information received from Interfilter Group, in whatever form.
2. The same applies to all other information concerning Interfilter Group which the customer knows or can reasonably suspect to be secret or confidential, or where the customer can expect its disclosure to cause damage to Interfilter Group.
3. The customer takes all necessary measures to ensure that the information referred to in paragraphs 1 and 2 is kept confidential.
4. The confidentiality obligation described in this article does not apply to information that was already public before the customer became aware of it, or that later became public without this being the result of a breach of the customer's confidentiality obligation, or that is disclosed by the customer pursuant to a legal obligation.
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years thereafter.

Penalty clause

1. If the other party breaches the article of these general terms and conditions relating to confidentiality or intellectual property, it will forfeit an immediately payable penalty for each breach for the benefit of the trade name. This penalty is calculated, among other things, on the basis of the damage suffered and any damage from lost future turnover. This does not exclude other factors.
2. In addition, the other party forfeits an amount equal to 5% of the amount referred to in paragraph 1 for each day that the breach continues.
3. No prior notice of default or court proceedings are required for this penalty to become payable. Nor is any form of damage required to have occurred.
4. Forfeiture of the penalty referred to in paragraph 1 of this article does not affect Interfilter Group's other rights, including its right to claim damages in addition to the penalty.

Indemnification

The customer indemnifies Interfilter Group against all claims from third parties relating to the products and/or services supplied by Interfilter Group.

Complaints

1. The customer must inspect a product delivered or service provided by Interfilter Group for any defects as soon as possible.
2. If a delivered product or service does not meet what the customer could reasonably expect under the agreement, the customer must inform Interfilter Group as soon as possible and in any event within 8 days after discovering the defect.
3. The customer must provide as detailed a description as possible of the defect so that Interfilter Group can respond adequately.
4. The customer must demonstrate that the complaint relates to an agreement between the parties.
5. If a complaint relates to work in progress, this cannot in any event result in Interfilter Group being required to perform work other than that which was agreed.

Notice of default

1. The customer must notify Interfilter Group of notices of default in writing.
2. It is the customer's responsibility to ensure that a notice of default actually reaches Interfilter Group in good time.

Drawings

Designs, images, catalogues, dimensional and weight specifications, diagrams, etc. are not binding on us. They are intended only to give buyers a general understanding of the goods described and indicated. The design of installations and the interpretation of specifications are carried out to the best of our knowledge, but without our responsibility. We are not liable if the intended purpose is not achieved with the installations supplied. We retain copyright in all our drawings, images, designs, diagrams, quotations, etc.

Cancellation

We have the right, if the buyer fails in any respect to comply with its obligations, to consider all current contracts or parts thereof dissolved without notice of default or judicial intervention. We are not obliged to pay any compensation, while we do have the right to claim damages if desired. We will not take back goods ordered in excess, goods that have become redundant or goods unsuitable for the intended purpose. The buyer has the right to cancel its orders subject to immediate payment of compensation to be determined by us for each specific case.

Joint and several liability of the customer

If Interfilter Group enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Interfilter Group under that agreement.

Liability of Interfilter Group

1. Interfilter Group is only liable for damage suffered by the customer if and to the extent that such damage was caused by intent or deliberate recklessness.
2. If Interfilter Group is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
3. Interfilter Group is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If Interfilter Group is liable, such liability is limited to the amount paid out under a professional and/or business liability insurance policy, and in the absence of full payment by an insurance company, liability is limited to the relevant part of the invoice amount to which the liability relates.
5. All images, photographs, colours, drawings and descriptions on the website or in a catalogue are merely indicative and approximate and cannot give rise to compensation and/or full or partial termination of the agreement and/or suspension of any obligation.

Limitation period

Any right of the customer to claim compensation from Interfilter Group expires in any event 3 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to terminate the agreement

1. The customer has the right to terminate the agreement if Interfilter Group imputably fails to perform its obligations, unless the failure, given its special nature or minor significance, does not justify termination.
2. If performance of Interfilter Group's obligations is not permanently or temporarily impossible, termination may only take place after Interfilter Group is in default.
3. Interfilter Group has the right to terminate the agreement with the customer if the customer does not fully or timely comply with its obligations under the agreement, or if Interfilter Group has become aware of circumstances giving it good reason to fear that the customer will not be able to properly perform its obligations.

Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Interfilter Group to fulfil any obligation towards the customer cannot be attributed to Interfilter Group in a situation beyond the control of Interfilter Group, as a result of which performance of its obligations towards the customer is wholly or partly prevented or as a result of which performance of its obligations cannot reasonably be required of Interfilter Group.  
2. The force majeure situations referred to in paragraph 1 include, but are not limited to: emergencies such as civil war, insurrection, riots, natural disasters, etc.; failures and force majeure on the part of suppliers, carriers or other third parties; unexpected power, electricity, internet, computer and telecommunications failures; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions and work interruptions.
3. If a force majeure situation occurs as a result of which Interfilter Group is unable to fulfil one or more obligations towards the customer, those obligations are suspended until Interfilter Group is able to fulfil them again.
4. Once a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in whole or in part in writing.
5. In a force majeure situation, Interfilter Group is not liable to pay any compensation or damages, even if it benefits in any way as a result of the force majeure situation.

Amendment of the agreement

If, after conclusion of the agreement, it appears necessary to amend or supplement its contents for the purposes of performance, the parties will amend the agreement accordingly in good time and by mutual consultation.

Amendment of the general terms and conditions

1. Interfilter Group is entitled to amend or supplement these general terms and conditions.
2. Minor changes may be made at any time.
3. Interfilter Group will, where possible, discuss major substantive changes with the customer in advance.

Transfer of rights

1. Rights of the customer under an agreement between the parties may not be transferred to third parties without the prior written consent of Interfilter Group.
2. This provision qualifies as a clause with proprietary effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this does not affect the remaining provisions of these terms and conditions.
2. A provision that is null and void or voidable will in that case be replaced by a provision that comes as close as possible to what Interfilter Group intended at that point when drawing up these terms and conditions.

Applicable law and competent court

1. Every agreement between the parties is governed exclusively by Dutch law.
2. The Dutch court in the district where Interfilter Group is established / conducts its practice / maintains its office has exclusive jurisdiction to hear any disputes between the parties, unless mandatory law provides otherwise.

Article 12. Disputes

All disputes will be adjudicated by the Subdistrict Court in Rotterdam. Filed with the Chamber of Commerce in September 2024.

General terms and conditions of sale and delivery