Terms and conditions of sale

General terms and conditions Impermo Nederland B.V.

General

1. These terms and conditions apply to all offers, quotes and to all agreements, all in the broadest sense of the word, between IMPERMO NEDERLAND B.V., located at Ekkersrijt 4133, 5692 DD Son, hereinafter referred to as: IMPERMO, and the CUSTOMER insofar as these terms and conditions have not been explicitly deviated from by the parties in writing. The CUSTOMER is every business and private counterparty of IMPERMO.

Materials and prices

1. The CUSTOMER specifies the sizes and quantities for quotes and orders. He has to check the accuracy and bears the final responsibility for it.

2. The number of tiles supplied per unit of account (square metre or running metre), always and exclusively corresponds to the number supplied by the manufacturer, in accordance with the standards used by him, and charged as such.

3. Deliveries are made subject to the express reservation that colour, dimensional and structural deviations may occur between samples and delivered goods. These deviations can never be a basis for any complaints as they are specific to the production process of these materials.

4. Information about materials and price indications on the website/web shop and in catalogues, folders and quotes are always subject to possible printing errors.

5. The quotes are always based on daily prices.

7. The indicated prices are always pick-up prices, unless explicitly agreed otherwise.

9. All materials are always sold in full packaging, unless stated otherwise. The net tiling quantity in m2 must be increased to prevent shortages due to cutting loss and/or special laying patterns.

8. The products are always sold without placement.

9. Sold goods will not be returned nor exchanged. Only installation materials, such as glue, grout, profiles, can be returned by piece within 30 days of delivery of the order and in unopened packaging. This can be done on presentation of the invoice and with a return document that the CUSTOMER creates himself via My Impermo.

Availability and delivery

1. Delivery at home only happens when the CUSTOMER or a representative of the CUSTOMER is personally present at the time of delivery. The place of delivery must always be easily accessible to the driver and will be done on a day agreed with the CUSTOMER. In case of Basic Transport, the goods are delivered at the edge of the footpath, on the street. If the customer chooses Service Transport, the driver delivers the goods from the street to the free place indicated by the CUSTOMER (taking into account a maximum range of 5m, no delivery on an upper floor, balcony or sloping surfaces). The CUSTOMER is responsible for making sure there is enough space for the delivery. The CUSTOMER is also responsible for carrying the goods into his house.

2. The availability date is always communicated without commitment. No delay can give rise to compensation.

3. In the event of force majeure, IMPERMO is released from any commitment. Force majeure includes: general or partial strikes, riots, accidents, machine breakdowns, scarcity of means of transport or raw materials, fire, frost, exceptional rainy periods, storm damage, flooding, at its own premises or that of its suppliers.

4. The goods must be picked up or delivered within the set term. Failing this, IMPERMO may either terminate the agreement or demand the execution of it, without recourse for damages or compensation.

Payment

1. Every order or agreement is only binding after payment of a deposit. The value of the deposit is 21% of the total order amount unless otherwise agreed with IMPERMO. If the CUSTOMER wishes to confirm a delivery or collection date, the CUSTOMER must first pay the balance.

2. Every order is binding after payment of the deposit. If the order is cancelled after payment of the deposit, the deposit will be retained in full.

3. IMPERMO remains the owner of the delivered goods as long as they have not been paid for, even if the CUSTOMER has delivered or given them to a third party.

4. In the event of non-compliance on the due date, the invoice amounts shall be automatically increased by an interest of 1.5% per month, or a fraction of the month, without prior notice of default.

5. Any change in the CUSTOMER's condition, insolvency, dissolution or change of company, bankruptcy, suspension of payment or payment arrears gives IMPERMO the right to demand securities or to suspend part or all of the purchase or to dissolve the agreement. If a situation as referred to in Paragraph 8 occurs, the CUSTOMER shall inform IMPERMO thereof immediately, but at the latest within 24 hours, in writing.

6. In those cases, the value of the goods already delivered of the disputed orders will immediately become due and payable without the waiver of the indemnities, and interest, which IMPERMO are awarded by operation of law.

7. If an invoice is not paid within fifteen days after the due date, the amount is automatically and without notice of default, increased by a fixed fee of 10%, with a minimum of €100 administration costs.

Damage to materials and exchange

1. Complaints regarding damaged materials or defects must be reported within four working days after collection or delivery. In case of more than 2% damaged or broken tiles, contact customer service to schedule an exchange at the nearest collection point for the CUSTOMER. Broken tiles can only be exchanged for the same reference. Exchanging for another reference or requesting a refund is not possible.

2. The guarantee on the delivered goods can only be invoked for a maximum period of 18 months after the invoice date.

3. All materials must be checked before placement. For visible defects, no complaint will be taken into account after placement. This can include hairline cracks, crooked or convex tiles, defects in surface, differences in shade, etc. Before the placement, the CUSTOMER should always verify that all delivered boxes have the same lot number to avoid colour variations.

4. Orders placed within the My Impermo environment always start from an existing document given in the showroom, which means the 'General Terms & Conditions' are applicable. As a result, only placement materials will be taken back within 30 days. This is always done at a collection point of IMPERMO on the presentation of the invoice and with the completed return form in My Impermo.

5. Materials ordered through the IMPERMO web shop can be returned within 14 days. To do so, the CUSTOMER contacts customer service. The cost for this return is always for the CUSTOMER. If tiles are returned, the CUSTOMER must return the entire order.

6. The CUSTOMER undertakes to use the purchased products only in accordance with the purposes and indications provided to him in the showrooms. Tiles that are used for other purposes or that are not fitted and placed according to the applicable standards and conventions are by this fact itself excluded from any warranty.

7. IMPERMO may demand the return of defective goods. It reserves the right to replace them. The compensation to the CUSTOMER can never go beyond simple replacement of the goods recognised as defective.

8. Any complaint about invisible defects must be submitted within three months after delivery. The complaint will not be honoured if the product meets the applicable standards.

9. The tiles referred to under one of the following designations: waste, declassified, second choice, trade choice (handelskeus, or H.K.), inferior sorting (mindere sortering, or M.S.), "tout-venant", batches, special offers and liquidation tiles are excluded from any warranty.

10. The manufacturer's specified degree of wear resistance is only indicative. With the use of floors, installing a floor mat on each outside exit is mandatory. Sand, dust and hairs considerably reduce the lifetime of the top layer. When insufficient maintenance is established, every liability of IMPERMO is excluded. The glossy top layer of some materials may lose its initial aspect when used. This phenomenon is considered to be normal and does not justify claims.

11. The frost resistance of glazed ceramics is never guaranteed.

12. The structure, colour, and surface of natural stone change over time and require special maintenance.

Liability

1. With the exception of intent or gross negligence, IMPERMO is not liable for damage, of whatever nature, caused by IMPERMO acting on the basis of incorrect and/or incomplete information provided by or on behalf of the CUSTOMER.

2. If IMPERMO should be liable for any damage, then IMPERMO's liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

3. If IMPERMO is insured for the damage caused, the liability of IMPERMO is in any case always limited to the amount of the payment of its insurer, if applicable, should the amount paid exceed the maximum amount of the invoice value of the order, at least to that part of the order to which the liability relates.

4. IMPERMO is always only liable for direct damage. Direct damage shall only be understood to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure that IMPERMO's defective performance complies with the agreement, insofar as these can be attributed to IMPERMO, and reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. IMPERMO is therefore never liable for indirect, derived damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.

Warranty

1. The warranty provisions established by its suppliers apply to the goods delivered by IMPERMO, unless otherwise agreed.

2. Unless otherwise agreed, no warranty is given on work performed.

3. All warranty obligations expire if:

• post-processing, changes or repairs have been carried out by the customer or by third parties engaged by it without our prior permission.

• the delivered product has not been properly maintained.

• the goods delivered have been used inappropriately or not in accordance with the intended use. all at the discretion of IMPERMO.

Cancellation, suspension, and termination

1. IMPERMO is authorised to suspend the performance of the obligations or to dissolve the agreement if the customer does not, does not entirely or does not fulfil the obligations under the agreement in a timely manner, if, after the conclusion of the agreement IMPERMO becomes aware of circumstances giving good reason to fear that the customer will not fulfill the obligations, if the customer was requested to provide security for the fulfillment of his obligations under the agreement is insufficient or if, due to the delay on the part of the customer, IMPERMO can no longer be required to comply with the agreement against the originally agreed conditions.

2. Furthermore, IMPERMO is authorised to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be required of IMPERMO.

Disputes and applicable law

1. All agreements concluded under these terms and conditions and the agreements arising therefrom shall be governed exclusively by Dutch law, and the Dutch courts shall have jurisdiction.