General Terms & Conditions of Sale Glasscope BV
2022

1. Definitions
In these general terms and conditions, the following terms in the following meaning will be used, unless indicated otherwise or if proven differently from the context:

a. GLASSCOPE: the user of these general terms and conditions; GLASSCOPE BUILDING SYSTEMS B.V. established at Amsterdam in The Netherlands, registered with the Chamber of Commerce under KvK number 86999109 and/or a group entity of GLASSCOPE B.V.
b. Customer : the individual or legal entity with whom GLASSCOPE enters into an Agreement

c. Agreement: every agreement that comes between GLASSCOPE and the Customer, each amendment or supplement on this agreement, as well as (legal) acts in preparation for the execution of said agreement.
d. Quotation: means an offer from GLASSCOPE to Customer, in which a specific description of the Products and/or Services and Charge to be agreed between the Parties is provided, and which upon signing or explicit acceptance thereof by Customer will establish an Order.

e. Order: means a written order from the Customer to GLASSCOPE for the provision of Products or Services, as further specified in an Offer signed by Customer or otherwise explicitly accepted by Customer.
f. Services: will refer to the services listed on the Order as well as all ancillary services provided with any Products.

g. Products will refer to the goods, material and equipment listed on the Order as well as all equipment or other materials provided in connection with any Services/movables produced by GLASSCOPE or included in the range of products offered by GLASSCOPE.
h. Force Majeure: has the meaning as given in article 6:75 of the Dutch Civil Code: including in any event a failure to perform caused by a supplier of GLASSCOPE.

i. Third Party: means each person or entity which is not a party to this Agreement.
j. Third Party Supplier: means each Third Party with whom GLASSCOPE entered into a contract or agreement (whether or not in writing) under which the Third Party agrees to provide facilities or services used in the provision of all or any part of the Services.

2. General

2.1 These general terms and conditions shall be applicable to all Agreements by GLASSCOPE on which GLASSCOPE has stated to apply these general terms and conditions, In so far it is not deviated by parties from these terms and conditions expressly and in writing per electronically (by e-mail). Any exceptions agreed between parties shall in any case apply exclusively to such

agreements/orders and shall not constitute a modification of the GTS for other agreements/purchases made by the Customer.

2.2 The present terms and conditions are also applicable to all agreements with GLASSCOPE for the execution of which third parties need to be involved.

2.3 The applicability of general terms and conditions of Customer are hereby explicitly rejected.

2.4 Should one or more clauses in these general terms and conditions be null and void or need to be rendered null and void, then the other clauses of these general terms and conditions remain fully applicable. GLASSCOPE and the Customer subsequently will enter into negotiations in order to agree on new clauses as replacement for the null and void cq canceled clauses, whereby in case of and as far as possible the objective and the purpose of the original clause is observed.

3. Agreements

3.1 Agreements will not become binding until written confirmation by GLASSCOPE.

3.2 Supplements or amendments to these general terms and conditions or otherwise supplements or amendments on the Agreement will not become binding until written confirmation by GLASSCOPE.

4. Quotations & Offers

4.1 All quotations, offers, price lists, delivery periods etc. by GLASSCOPE are without engagement, unless they hold a term for acceptance.
If an offer is accepted by Customer GLASSCOPE shall be entitled to revoke the offer within five working days of receipt of confirmation.

4.2 Should acceptance (on minor points) deviate from the quotation included in the Offer, then GLASSCOPE is not bound to it. The Agreement does not come about in accordance with this deviated acceptance.

4.3 A compound quotation does not oblige GLASSCOPE to carry out a part of the Agreement at a corresponding part of the quoted price.

4.4. Quotations or Offers do not automatically apply to future agreements.

4.5 Apparent errors or mistakes on the website and in brochures or publications of GLASSCOPE do not bind GLASSCOPE.

4.6 Quotations or Offers automatically expire 30 calendar days from the date issued and are subject to termination by notice within that period.

4.7 Information and attachments provided by GLASSCOPE with the Quotation shall be for information purposes and merely provide general representation.

4.8 Where a sample or a model is shown or provided to the Customer prior to or with an Offer this is solely being done by way of indication without the Products having to correspond thereto.

4.9 All Orders (or assignments) accepted by representatives, intermediaries or employees shall only bind GLASSCOPE if they are confirmed by GLASSCOPE in writing.

5. Prices

5.1 The prices shall be applied that are valid on the day of delivery. If, after the bid or after an agreement has come about one or more cost-determining factors on which our prices are based is subject to change due to any circumstances we shall be entitled to raise the prices in the bid and/or agreement. Cost-determining factors shall be understood to include taxes, import duties, rates, and other charges imposed by public authorities.

5.2 Unless otherwise expressly noted, the prices given shall be “base prices” in Euro’s exclusive of any eventual additions or reductions.

5.3 The “base prices” given shall be exclusive of VAT, energy surcharges and any other order, product, production and shipping related surcharges, unless otherwise noted in the offer and/or contract prices.
An overview of such surcharges, computation methods and other terms shall be available from GLASSCOPE on request.

5.5 Any other price-changes then stated in paragraph 3 of this article are upon notification by GLASSCOPE. GLASSCOPE reserves the right to increase prices upon giving notice to Customers. Once GLASSCOPE provides notice of a price increase, all current and open backlog orders will be adjusted to the new price 30 days from notification date, and all unshipped orders will be adjusted to the new price.

5.6 Unless specifically stated otherwise in GLASSCOPE’s quotation, prices are Free Carrier (FCA) from the facilities of GLASSCOPE listed in the Order per Incoterms 2020®.

5.7 If prices are quoted Ex-Works (EXW), the Customer is responsible for the costs of packaging, insurance and freight.

5.8 In case of default in payment and/or reasonable doubts in the Customer's creditworthiness (e.g. in case of return or failure to honor direct debits, default in payment, cheque protest) GLASSCOPE is entitled to make each individual delivery dependent on advance payment of the invoice amount.

6. Delivery

6.1 GLASSCOPE agrees to carry out delivery pursuant to an Order sent to GLASSCOPE by post, fax, or e- mail, specifying the particulars of the Products ordered, their size and quantity, and the date of delivery. No reply from the GLASSCOPE shall mean acceptance of the order on the date specified in paragraph 2 of this Article. The Customer is bound with the order placed.

6.2 Where the terms of the Order cannot be accepted, GLASSCOPE shall notify the Customer thereof by fax or email within 3 working days from the date of the Order receipt and specify its own delivery terms.

6.3 GLASSCOPE may refuse to accept an order within 3 days from receipt hereof, stating the reasons for such refusal.

6.4 The Customer's Order constitutes the basis for GLASSCOPE to place relevant orders for materials to produce the Products ordered.

6.5 Placement of an Order by the Customer subject to an amendment or supplement to the general terms and conditions requires explicit written consent of GLASSCOPE within the timeframe specified in paragraph 2 of this article.

6.6 Dates of performance for the particular Products are defined in GLASSCOPE’s Quotation.

6.7 The Parties mutually agree that the Products covered by the Order will be produced according to the provisions of the following reference documents:
EN 1279, EN 12543, EN 1096, EN 572, EN 1863, EN 14179, and other related standards.

6.8 The Supplier agrees to deliver the products under terms and conditions defined in the quotation or price list and pursuant to Incoterms 2020.

6.9 The delivery shall be considered carried out at the moment of dispatch from GLASSCOPE’s facilities.

6.10 Customer’s wishes regarding date of delivery as mentioned in paragraph 1 of this article will be complied with as far as possible but shall not be binding and is stated at the Order as Estimated Time of Arrival (ETA). Any agreed delivery periods will only begin to run upon receipt by GLASSCOPE of all documents required from the Customer (drawings, dimensions, templates, etc. and is explicitly confirmed by GLASSCOPE in writing. The delivery deadline given shall be indicative and may never be seen as a definite deadline unless otherwise agreed.

6.11 When the delivery is agreed to be EXW. The place of performance is the facility of GLASSCOPE. The Customer shall collect the Products with its own means of transport or through a third party. The responsibility of GLASSCOPE for any loss or damage to the products ends at the moment of loading them onto the vehicle of the Customer, afterwards the responsibility for the damage or loss to the products is passed onto the Customer.

For these EXW deliveries, it is necessary that the Customer provides the vehicle details in advance (driver's name, vehicle number).

6.12 In case of EXW, the quantitative and qualitative inspection shall be carried out at the facility of GLASSCOPE. If the consignment is accepted by the carrier of the Customer without demur, this shall constitute evidence for the perfect condition of the packaging and of proper loading, unless that is the Customer demonstrates that the packaging was defective.

6.13 When the delivery is agreed to be FCA the delivery shall be free of charge to the Customer’s warehouse, or, if expressly agreed, to another building or other delivery address instructed by the Customer. Orders by the Customer for an invoiced value (exclusive of VAT) of less than €3500,- shall only be delivered by the Customer’s warehouse if expressly agreed that the Customer pays the applicable (transport) surcharge.

6.14 In case of FCA the risk of damage, destruction and/or loss of the Products to be delivered shall pass to the Customer as soon as the items have been delivered by GLASSCOPE to the Customer’s warehouse or another building indicated by the Customer.

6.15 In the case of FCA the quantitative and qualitative inspection will be carried out on the Customer’s premises. A delivery shall be deemed accepted without objections as to the quantity and without damage upon signature under the waybill by the Customer’s representative. The Customer is obliged to identify the persons authorized to sign waybills. In case of any doubts, any person signing the waybill at the Customer’s premises shall be deemed to be a Customer’s representative.

6.16 If deliveries are made with the vehicles of GLASSCOPE or with vehicles belonging to the supplying works, delivery shall be considered to have taken place as soon as the Products are available to the Customer in front of the delivery location on a surfaced road and on the vehicle. The Customer is responsible for unloading; any unloading equipment or labor which is required shale provided by the Customer. If, in addition to the Agreement, the Customer wishes to have the Products unloaded, transported or installed, in whole or part, and if GLASSCOPE complies with this wish, the services will be provided at the Customer’s risk and at the Customer’s liability. In this respect the employees used for this purpose shall be deemed the Customer’s agents in performance. GLASSCOPE shall, nonetheless, be entitled to issue separate invoices for the expenditure incurred by GLASSCOPE as a result.

6.17 Each delivery or its part is documented by a bill of lading including specification, which shall constitute a basis for quality and quantity acceptance of Products.

6.18 If access to the place of delivery is restricted by a no entry sign, the Customer is obliged to notify GLASSCOPE of this fact and provides GLASSCOPE with a proper permit to allow her collision-free access to the place of delivery without breaching road traffic regulations.

6.19 GLASSCOPE is authorized to supply in portions. Orders or portions thereof that cannot be immediately delivered shall be noted for subsequent delivery. The Customer shall be notified of this by GLASSCOPE.

6.20 If the Customer fails to accept Products ordered and/or bought from GLASSCOPE, or fails to do so on time or completely, GLASSCOPE shall be entitled to store such Products at the expense and risk of the Customer and to demand payment as if the delivery had taken place.

6.21 GLASSCOPE shall have the right to use services of forwarding agents or carriers according to needs at his own discretion, unless the Parties agree – in accordance with selected Incoterms – that a forwarding agent or carrier shall be selected by the Customer. If services of forwarding agents or carriers are used, the stipulations of paragraph 6.1-6.20 of this article shall apply accordingly.

7. Transfer of Risk

The risk of loss or damage of products that are subject of the agreement, transfers to the Customer at the moment where these are delivered to the Customer legally and/or actually and with that brought to the power of the Customer or of third parties to be designated by the Customer.

8. Payment
8.1 GLASSCOPE will issue a VAT Invoice to the Customer and shall designate the date and method

of payment on each invoice.

8.2 The date of payment shall be the date on which the receivables are credited to the bank account of GLASSCOPE. Payment shall, unless GLASSCOPE indicates otherwise on the invoice, be made in The Netherlands and, more precisely, to the bank account with number NL68 INGB 0709 4453 50 that GLASSCOPE keeps at ING bank incorporated in The Netherlands

8.3 Each payment for a good or product made when placing an order or during completion of the same before delivering the said good to the Customer shall constitute an advance payment credited towards the Order value.
For Orders completed with an advance payment, GLASSCOPE accepts the order for completion once payments due are made to her bank account.

8.4 In case of Orders against prepayment, start of production induced by GLASSCOPE shall take place upon the Customer’s payment of the amount agreed by the parties.

8.5 For new customers GLASSCOPE requires 100% advance payment before the Order will move to production.

8.6 In the event of the Customer failing to make payment at agreed time or it becomes evident that the Customer will not fulfill his contractual obligations, GLASSCOPE reserves the right to postpone the fulfillment of its obligations at least till the Customer makes such payment or require prepayment up to 100% of the Order value prior to start of production of another lot of Products.

8.7 GLASSCOPE is entitled to demand appropriate installment payments. GLASSCOPE is also permitted to make partial performances to the extent that would be reasonable for the Customer to accept such partial performance. In this case the Customer must pay for the partial performance provided immediately.

8.8 After the passing of the deadline cited on the Invoice, the invoiced amount shall be immediately enforceable. The Customer shall then be in arrears without any declaration of arrears being required.

8.9 The retention of payments for the offsetting of payments by any claims disputed by GLASSCOPE without a legally-established counter-claim by the Customer are not permitted.

8.10

The Letter of Credit shall be irrevocable and transferable, without recourse, and shall allow

partial shipments, charter party Bill of Lading, and transshipments.

8.11 The Letter of Credit shall be established in a form acceptable to GLASSCOPE not later than

thirty (30) days from the date on which the Agreement is executed by GLASSCOPE and it shall

remain valid for a period of at least 30 days after the date of last delivery.

8.12 The Letter of Credit shall be issued and confirmed by a prime bank acceptable to GLASSCOPE

and it shall be payable at the counters of a bank nominated by GLASSCOPE against the

presentation of appropriate transport documents and a commercial invoice or other documents

specified in the Agreement.

8.13 The Customer shall pay all expenses including but not limited to those arising from the

opening, confirming an extension of the Letter of Credit.

9. Warranty and Claims

9.1  GLASSCOPE shall be liable under the warranty for physical defects of Products, only if their properties do not meet the applicable standards mentioned in these general terms and conditions and parameters resulting from reference documents specified in separate warranty document in appendix 2 concerning Glass Products.

9.2  Due to the nature of products manufactured by GLASSCOPE and the risk of damage to the same, the Customer is obliged to thoroughly inspect products upon their receipt. A batch of delivered products shall be deemed accepted without any quantity remarks and visible damage once the bill of lading referred to in paragraph 17 of article 6 has been signed by a representative of the Customer.

9.3  If representatives of the GLASSCOPE and Customer have jointly conducted quality acceptance and signed a quality acceptance report, it is deemed that the delivered products were defect-free and compliant with the order placed by the Customer. In such a case, the Customer loses all rights resulting from the warranty for defects of the delivered products and there is a presumption that all damage, defects and nonconformities of the delivered products detected after signing the quality report had been caused through the exclusive fault of the Customer and GLASCOPE is not responsible for them.

9.4  Delivery shortage as compared to the bill of lading or visible damage to the Products must be included in documents upon handover of the batch of the Products, by making a relevant entry in the bill of lading in the presence of the driver who shall keep the original document.

9.5  A complaint regarding latent defects or damage caused through the fault of GLASSCOPE, which could not have been found when collecting the Products, should be reported within 2 business days from the date of their detection and not later than within 14 days of the date of delivery. However, in each case, a complaint must be lodged before installation or further processing of the Products.

9.10 In case of a waiver of visual inspection referred to in paragraph 8 and 9 of this article, GLASSCOPE shall inform the Customer in writing about acceptance or rejection of the complaint, or the necessity to provide additional documentation.

9.6  A complaint must be lodged in writing and sent to GLASSCOPE by registered letter, fax or electronic mail. The Customer is obliged to indicate in the complaint the following: type of products, their quantity, order number, date of delivery, reason for the complaint and proper photographic documentation to confirm presence of a defect. All complaints concerning cracks or other defects, which may occur due to mechanical damage to the product and found after handing the products to the Customer, shall not be considered, unless the Customer demonstrates that the defect is due to the exclusive fault of GLASSCOPE.

9.7  In case of quantity shortage or visible damage to the products stated in the bill of lading, The Customer shall be obliged to attach a copy of the bill of lading to the complaint referred to in paragraph 6 of this article.

9.8  In the event of a complaint lodged by the Customer, until its final consideration, the Customer shall be obliged to secure and make complained products available for visual inspection and analysis by a representative of GLASSCOPE in the place of delivery or at the facility of GLASSCOPE., no longer, however, than for a period of 21 days from the date of delivery. If the Customer fails to secure the complained products in a proper way, the inability of verification of reported reservations shall burden the Customer with all consequences negative to him, resulting from these general terms and conditions or Agreement.

9.9  GLASSCOPE reserves the right to assess the validity of the complaint and conduct visual inspection of Products. For this purpose, GLASSCOPE shall agree on the date of such inspection with the Customer. Within 14 days of the date of inspection, GLASSCOPE shall inform the Customer in writing about his decision on accepting or rejecting the complaint lodged.

9.11 The lack of information on the complaint processing result shall not be understood as tacit admission of the complaint by GLASSCOPE.

9.12 If the complaint is accepted, GLASSCOPE shall – at his discretion – repair Products or supply defect-free Product within the date agreed on with the Customer or reduce the price of the Products accordingly.

9.13 Removal of defects or malfunctions shall be confirmed by an acceptance protocol signed by GLASSCOPE or by sending a notification to the Customer in writing.

9.14 If Products become damaged or broken during transportation or in cases described in paragraph 12 of this article, GLASSCOPE shall be responsible only for delivering a Product or any other defect- free component, excluding any additional cost, indirect or direct consequential damages resulting from Product defects, in particular cost of disassembly and reinstallation of the Products, repair, intermediation, labor of third parties.

9.15 All delivery dates of defect-free Products agreed based on paragraph 12 of this article are approximate dates. The Customer shall not be entitled to claim damages from GLASSCOPE for exceeding those dates.

9.16 Failure by the Customer to meet dates or other complaint notification conditions specified in paragraphs 1 -7 of this article shall result in the complaint not being considered by GLASSCOPE and the Customer shall not be entitled to any claims on account of the above.

9.17 GLASSCOPE shall have the right to withhold satisfaction of complaint claims for the Customer until all outstanding liabilities of the Customer to GLASSCOPE are settled.

9.18 Submission of a complaint by the Customer shall not suspend the payment deadline and the maturity of debts to GLASSCOPE, and it shall not justify cessation of any payment by the Customer.

9.19 Welding, grinding and other operations causing impurities, splashes or sparks in a place where glass is located require protection against such impurities, splashes and sparks. All defects caused by the previously mentioned factors shall not be subject to complaint claims.

9.20 If the Products are installed in full knowledge of the complaint, all warranty claims will lapse unless the Customer has reserved the right to make such claims in advance, we fraudulently concealed the defect upon delivery or previously assumed a guarantee for the condition of the item.

9.21 Deviations in dimensions, contents, thickness, weight and color shades which are due to the manufacturing process shall be permissible within the range of tolerances customary in the industry. Deviations from such standards, if accepted by GLASSCOPE, shall be expressly for the account and risk of the Customer. Tolerances customary in the industry also apply to the cut and working. Production and material-based phenomena, such as interferences, double pane effects,

multiple reflections, reflection distortions and anisotropies are technically unavoidable. Published functional data comply with the valid standards and the measurement conditions contained within them. The Customer recognises the latest version of the Quality Handbook for insulating Glass in Appendix 5 of these general terms and conditions as binding; This is available atwww.glasscope.com. A digital copy can be sent to the Customer, or a copy sent by post upon request.

9.22 GLASSCOPE meets warranty claims by means of subsequent performance (replacement delivery or rectification of defects) to the exclusion of all further claims. If the defect cannot be rectified within a reasonable period and if replacement delivery is also refused by GLASSCOPE, the Customer may demand a reduction in price or may withdraw from the contract.

9.23 The warranty provided does not cover the effects of wear or damage that may arise after delivery due to improper or careless use, excessive stress, use of inappropriate materials or effects of external agents, not provided for in the Agreement.

9.24 Should the Customer or third parties make any modifications or repair work that are not appropriate, the warranty shall have no value either directly or on the effects thereof.

9.25 GLASSCOPE is not obliged to compensate the costs of removal and reinstallation if a defect was known at the time of the installation respectively if the defect could be identified by an inspection of the incoming Products.

9.26 If, in carrying out operations that are presumed to be under warranty, it turns out that the damage does not fall under the GLASSCOPE warranty, the Customer shall bear the costs of such operations. GLASSCOPE shall not be obliged to remedy the defect if the Customer fails to make the due payments.

9.27 Activities and costs of repair outside the scope of this warranty will be charged by GLASSCOPE in accordance with its customary rates.

WARRANTY GLASS

9.28 GLASSCOPE Special Warranty on Insulating Glass: Producers’ standard form in which insulating- glass producer agrees to replace insulating-glass units that deteriorate within a specified warranty period starting from the invoice-date. Deterioration of insulating glass is defined as failure of the hermetic seal under normal use that is not attributed to glass breakage or to maintaining and cleaning insulating glass contrary to the producer's written instructions. Evidence of failure is the obstruction of vision by dust, moisture, or film on interior surfaces of glass.

9.29 GLASSCOPE accepts no warranty for any production or transport breakage. Such breakage will in all cases be the liability of the Customer, except in the case of wilful intent or gross negligence by GLASSCOPE.

9.30 a. The Customer is advised that owing to the physical properties of thermally treated glass (toughened safety glass and heat-strengthened glass) and laminated glass panes made from such glass, there is a risk of anisotropy (irisation) which cannot be avoided despite the exercise of all due care during the production process.

b. The Customer is advised that there is a risk of spontaneous breakage owing to the inclusion of nickel sulfides in toughened glass (toughened safety glass) and laminated glass panes made from such glass. To avoid such damage, GLASSCOPE recommends that the Customer conduct a heat soak test or have such a test conducted by a third party.

c. According to current best practice, the risk of spontaneous breakage cannot be completely ruled out even if heat soak tests are conducted.

d. The Customer who nevertheless orders toughened glass consent to these material properties. GLASSCOPE shall accept no liability for spontaneous breakage owing to nickel sulfide inclusions or anisotropy.

9.31 Insofar as the Customer or another purchaser exports insulating glass units, the warranty shall only apply if this has been previously confirmed by GLASSCOPE inwriting.

10. (Limitation of) liability

10.1.  GLASSCOPE accepts legal obligations for damages as far as this proves from this article.

10.2.  The maximum value of the liability of GLASSCOPE for direct damages (such as material significant temperature differences, storage in foil, excessive sunlight, etc.), their improper transport, handling, installation. The Customer recognises the latest version of the ‘Cleaning & Maintenance Manual’ and ‘Storage & Handling Manual’ in appendices 3 and 4 damages to the glass sold, supplied and/or treated, processed and/or installed by us (including accompanying materials); is limited to the agreed price of the product sold and supplied by GLASSCOPE in relation to its value from the invoice (ex. VAT) on the basis of which the transaction was made.

10.3. For all indirect damages (damages not falling under the definition of direct damages such as consequential damages, lost profits, bodily injury, intangible damages, savings forfeited, reduced goodwill, damages due to operational disruption, damages resulting from claims by the Customer's buyers, interest and costs, GLASSCOPE shall not be liable except in case of willful misconduct or gross negligence.

10.4. GLASSCOPE shall be liable to the Customer if the quantity of the Products sent to the Customer differs from the quantity indicated in the Order, but only if the risk related to the delivery of the Products to the Customer was borne by GLASSCOPE.

10.5. GLASSCOPE shall not be liable for:
a. Defects and non-conformities resulting from improper storage of the Products (moisture,significant temperature differences, storage in foil, excessive sunlight, etc.), their improper transport, handling, installation. The Customer recognises the latest version of the ‘Cleaning & Maintenance Manual’ and ‘Storage & Handling Manual’ in appendices 3 and 4 

Damage to the Customer resulting from stoppage, production standstills, reduction of sales of products produced by the Customer, etc.

Aesthetic defects of glazing made of the delivered Products, as well as mechanical, chemical, and other similar damages caused by external factors which occurred during or after the assembly of the Products.

10.6. Other limitations of Liability:

In no event will either party be liable to each other or to any third party for the cost of procuring substitute goods or services, lost profits, loss of use, loss of data or any incidental, consequential, indirect, or special damages, whether under contract, tort, warranty or otherwise, arising in any way out of this or any other related Agreement, whether or not such party had advance notice of the possibility of such damages.

In no event will the cumulative liability of GLASSCOPE and its affiliates be in excess of an amount equal to the lesser of (1) the payments received by GLASSCOPE in the 12 month period immediately preceding the first claim brought by Customer under this Order, or (2)50.0000 Euros, whether arising under warranty/guarantee, contract, negligence, strict liability, indemnification, defense or any other cause or combination of causes whatsoever. All insurance, bond and bank guarantee or letter of credit proceeds which

  1. 13.3. GLASSCOPE can terminate the Agreement without notice of default and without judicial intervention by written notification with immediate effect totally or partly if the Customer – whether temporary or not - is granted suspension of payment, if with respect to the Customer petition is filed or if his company is liquidated or terminated otherwise then for the benefit of reconstruction or joining the companies. GLASSCOPE will never be bound to any damages because of this termination.

    13.4. If the Customer has already received performances for the execution of the Agreement at the moment of the dissolution as meant in paragraph 1 of this article, then these performances and the connecting obligation to pay will not be subject to cancellation, unless GLASSCOPE is in default. Amounts that GLASSCOPE has invoiced before the dissolution with respect to what she has already carried out or delivered for the execution of the Agreement, remain in compliance with the provisions in the previous sentence undiminished due and are immediately due and payable at the time of the dissolution.

    13.5. Should GLASSCOPE have good reason to fear that the Customer will not meet its obligations under the Agreement, GLASSCOPE shall be entitled prior to or during execution of the Agreement to suspend compliance with her obligations until the Customer has posted collateral at her request and to her satisfaction for compliance with all of its obligations under the Agreement. This provision shall also apply if credit has been stipulated.

  2. 13.6. After the deadline GLASSCOPE has set for posting of collateral has passed the Customer shall be automatically be in arrears and GLASSCOPE will be able to rescind the Agreement without court intervention by means of a written declaration, without prejudice to the right of GLASSCOPE to complete damage compensation calculating the costs incurred up that time). Rescission as referred to in the previous sentence shall have retroactive force back to the date when the agreement was signed.

    14. Confidentiality

    14.1. All information that the Costumer acquires from GLASSCOPE hereunder, directly or indirectly, and all information that arises out of the sale of the Products or Services hereunder, concerning such Products, Services, and/or proprietary processes involved, including information concerning GLASSCOPE’s current and future business plans, information relating to GLASSCOPE’s operations, know-how,and other GLASSCOPE-furnished information will be deemed GLASSCOPE’s “Confidential Information”. The Costumer will (a) hold GLASSCOPE’s Confidential Information in strictest confidence, (b) not disclose it to others, (c) use it solely for purposes of this Agreement and (d) upon GLASSCOPE’s request, either promptly deliver to GLASSCOPE all such Confidential Information that is in written, electronic or other form, including copies and summaries, or, at GLASSCOPE’s option, destroy such Confidential Information and the Costumer provides certification of such destruction. The obligations under this Section will survive the expiration or termination of the Agreement.

    14.2 Each of the parties will during the term of the Agreement as well as one year after termination thereof, only after proper professional consultation with the other party has taken place, take on employees from the other party that were involved with the execution of the agreement or will have them carry out work for them otherwise, directly or indirectly.

    15. Intellectual Property

    Each party owns or possesses intellectual property rights developed or acquired prior to or independently of this Agreement, and each party will continue to own all such intellectual property rights and any improvements or extensions thereof. GLASSCOPE retains all intellectual property rights, whether registered or unregistered, including trademarks, patents, and copyright of all documents, drawing rights, design rights, developed programs, software, models and other data provided or developed during the Agreement. GLASSCOPE will, if so, required by the Customer, grant the Customer a non-exclusive, non-assignable royalty free license to use the same only for the purposes of operating or maintenance of the Products by the Customer.

16. Personal Data Protection

16.1 GLASSCOPE declares that, in appropriate cases, it is the personal data controller within the meaning of Article 4 (7) of the Regulation of the European Parliament and the Council (EU) 2016/679 of 27 April 2016 on the protection of naturalpersons with regard to the processing of personal data and on the free movement of such data and repealing Directive95/46/EC (General Data Protection Regulation), hereinafter referred to as the 'GDPR', in respect of its contractors’ data, including the Customer/s and/or its representative(s), hereinafter referred to as the ‘data’
16.2 The Customer's personal data is processed on the basis of:
a) Article 6 1 (b) of the GDPR; the data processing is necessary for the execution of a contract to
which the Customer is party or in order to take steps necessary prior to entering into a contract;
b) Article 6 1 (f) of the GDPR; the data processing is necessary for the purposes of the legitimate interests pursued by GLASSCOPE. Pursuant to Article 21 (1) of the GDPR, the Customer has, at any time, the right to object, on grounds relating to his or her particular situation, to processing of his personal data on the basis of the foregoing.

16.3 The provision of personal data is voluntary. However, failure to provide them will prevent the conclusion of a contract.
16.4 Personal data provided/entrusted by the Customer are disclosed to:
a) the GLASSCOPE’s authorised staff,

b) information systems and IT services suppliers;
c) entities providing GLASSCOPE with services necessary for the execution of an agreement/order to which the Customer is a party, particularly providers of financial and accounting services, subcontractors, companies providing services to GLASSCOPE, recovery of receivables, law offices and

similar;
d) banks in terms of effecting payments;
e) the authorities authorised to receive the Customer's data under the applicable laws.

16.5 The Customer has the right to request GLASSCOPE to provide access to its personal data, to rectify it or to erase it. The Customer also has the right to request that the processing of his personal data be limited, to object to the processing, to obtain a copy of its personal data and to data portability.

16.6 GLASSCOPE hereby gives notice that the Cusotmer’s personal data will not be transferred to a third country/international organization. They will neither be processed by automatic mean nor will they be used for profiling within the meaning of Article 22 of the GDPR.

16.7 The data provided by the Customer as essential to the execution of the Agreement will be stored for a period of ten years from the date of the last sale in the case of full repayment of debt, together with statutory interest and all costs, including court and enforcement costs.

16.8 The Customer has the right to lodge a complaint with the supervisory authority, which is to say, the President of the Personal Data Protection Office.

16.9 GLASSCOPE has appointed a Data Protection Officer who can be contacted in matters concerning personal data processing at [email protected], t Additional information concerning data processing by GLASSCOPE is available on the GLASSCOPE’s website, at www.glasscope.com.

17 Right of Retention

GLASSCOPE shall be authorized to retain the products or other goods of the Customer in her possession, or which may come into her possession until all that GLASSCOPE is owed under the Agreement signed is completely paid for by the Customer.

15. Retained title

18.1 The Products GLASSCOPE supplies shall remain her property until the Customer has met all obligations under Agreements signed with GLASSCOPE:

- Counter-performance with regard to Products supplied or to be supplied;
- Counter-performance with regard to services provided by GLASSCOPE or to be provided by GLASSCOPE;
- Any eventual claims due to failure by the Customer to comply with Agreement(s) signed with

GLASSCOPE.
- under the Agreement

Products supplied by GLASSCOPE which fall under retained title by virtue of paragraph 1 of this

18.2
article may only be sold onwards in the framework of routine exercise of the Customer's profession. The Customer shall not be authorized to hypothecate the Products supplied or to attach any other rights to them.

18.3 GLASSCOPE hereby at this stage reserve the right, with regard to Products that have passed to the Customer's ownership in accordance with what is stipulated in paragraph 1 of this article and which are still in the Customer's possession, to rights of lien as referred to in article 3:237 of the Dutch Civil Code for enhanced security of claims that we may have or come to have on the Customer regardless of the reasons therefore.

18.4 If the Customer fails to meet its obligations or if there is grounded reason to fear that it will not meet its obligations, GLASSCOPE shall be entitled to remove (or have removed) the Products supplied on which the retained title referred to in paragraph 1 of this article is based on the Customer or from third parties keeping such Products on behalf of the Customer. The Customer shall be obliged to provide all cooperation for this purpose on penalty of an immediately enforceable fine of 10% per day of all it owes GLASSCOPE.

18.5 If Third Parties wish to attach any rights to Products supplied under retained title or to assert such rights the Customer shall be obliged to immediately inform us hereof in writing.

18.6 In the event of treatment or processing of the Product supplied by us, the Customer shall not become an owner of the new object but such treatment or processing shall be deemed to have been performed for GLASSCOPE without any obligations accruing to GLASSCOPE for this;

18.7 If the Products supplied by GLASSCOPE become a component part of another object, or in case of mixture of the Products supplied by GLASSCOPE with other objects, GLASSCOPE shall become co-owner of the new object in the ratio of the invoiced value of the Products supplied by GLASSCOPE to the invoiced value of the other objects. In the event that GLASSCOPE’s property rights should lapse as a result of accession or mixture, the Customer hereby at this stage transfers to GLASSCOPE its (share in the) ownership of the newly created items.

19. Notices

Any notice or other formal communication given under the Agreement must be in writing and may be delivered in person, or sent by post to GLASSCOPE at the following address:
a. To GLASSCOPE at GLASSCOPE BUILDING SYSTEMS B.V., Queens Tower, Delflandlaan 1, 1062 EA, The Netherlands

b. To [email protected] 20. Miscellaneous

21.1 GLASSCOPE reserves the right to alter the general terms and conditions and to declare applicable the altered conditions to the existing agreements. GLASSCOPE will communicate the amendment timely and the amendments become effective 30 days after written notice.

20.2 If the Customer does not accept the amendment, he can dissolve the agreement without judicial intervention, subject to any financial obligations of the Customer.

20.3 If the Customer is an individual not acting in the exercise of a profession or business, the provisions of these Terms shall not apply to the extent they fall under the remit of article 6:236 of the Dutch Civil Code.

20.4 Appendices to these general terms and conditions constitute their integral part.

  1. 12.3.1  Packing of Products and Returnable packaging - Appendix 1

  2. 12.3.2  Warranty document regarding Glass Products - Appendix 2

  3. 12.3.3  Cleaning & Maintenance Manual - Appendix 3

  4. 12.3.4  Storage & Handling Manual - Appendix 4

  5. 12.3.5  Quality Handbook for Insulating Glass - Appendix 5

21 Governing law and dispute resolution

21.1 The Agreement is governed by and shall be exclusively construed in accordance with the laws of the Netherlands.

21.2 Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction or the competent court of Amsterdam, The Netherlands, and higher courts.

21.3 The application of the UN Convention on the International Sale of Goods (“Vienna Convention”) shall be barred.

21.4 Parties will invoke the court not before they have made a supreme effort to settle a dispute by mutual consultation.

21.5 If the Customer is a natural person who does not act in the performance of a profession or a company, then it is applicable that within 1 (one) week after GLASSCOPE has made known to the Customer that the case will be brought before the court, the Customer can make known that he opts for settling the dispute by the legally authorized court.

21.6 With respect to disputes, that follow from an agreement made with a Customer who has his residence outside of the Netherlands, GLASSCOPE is entitled to act pursuant to the stipulations in paragraph 2 of this article or – by his choice – institute proceedings before the legally authorized court in the country or the state where the Customer has his residence.

APPENDIX 1 PACKING OF PRODUCTS AND RETURNABLE PACKAGING

  1. Packaging of goods constitutes boxes or wooden racks to be returned to GLASSCOPE or returnable and reusable metal racks. Racks are owned by GLASSCOPE and are used to transport glass panes only. GLASSCOPE may make them available at the request of the Customer.

  2. The Customer confirms receipt of racks on the waybill. On each waybill, GLASSCOPE shall state the quantity and type of racks and their own number.

  3. On receipt of Products on EXW terms, the Customer shall be obliged to return racks to the premises of GLASSCOPE within 14 days, according to a GLASSCOPE RACK RENTAL AGREEMENT concluded by and between the Parties; in other cases – within the date specified on waybill.

  4. On receipt of Products on FCA terms, racks on which the products have been delivered, shall be stored at the premises of the Customer or on the construction site for no longer than 14 days, according to the GLASSCOPE RACK RENAL AGREEMENT concluded by and between the Parties or the provision of the waybill. Before expiry of this term, the Customer shall be obliged to inform GLASSCOPE about the readiness of the racks for receipt. In this case, the Customer must make the racks available and prepare them for receipt at her premises or another agreed place, e.g. on the construction site or place of delivery. The Customer shall be responsible for loading the racks onto means of transport. If the racks are not prepared for receipt within the above date, GLASSCOPE shall have the right to believe that the racks had been lost by the Customer and charge contractual penalties in accordance with paragraph 9 or 10 of this article.

  5. For FCA deliveries, GLASSCOPE reserves her right to select transport and packaging of Products.

  6. In case of special requirements for the packaging and terms and conditions of delivery, GLASSCOPE reserves her right to charge additional cost on account of the above.

  7. On the GLASSCOPE’s demand to confirm the quantity and place of storage of the racks, the Customer shall be obliged to provide this information within 7 days. Failure to reply within the above date shall be deemed confirmation of the condition indicated by the Supplier in his demand.

  8. When taking over the racks, the Customer is obliged to take care about their technical condition. The racks must not be used without written consent of GLASSCOPE.

  9. If the rack is damaged or lost, the Customer shall pay the GLASSCOPE a contractual penalty in the amount equalling the value of the rack, i.e. EUR 500 (five hundred) net for each rack.

  10. If the Customer fails to deliver or prepare the racks for return, or she does not load them onto means of transport provided by GLASSCOPEr within the date referred to in paragraph 3 and 4 of this article, GLASSCOPE, starting from the first day following the obligation deadline, shall be entitled to charge a fee for rental of the racks in the amount of EUR 10.00 (ten) net for each day of delay per rack.

  11. If the total rack rental payment referred to in paragraph 10 of this article exceeds the value of the rack specified in paragraph 9 of this article, GLASSCOPE shall consider the rack lost and charge the Customer with a contractual penalty in accordance with paragraph 9 of this article.

  12. Two times a year, on dates agreed with the Customer and in the presence of his representative, GLASSCOPE shall be entitled to draw up an inventory of the racks at the Customer. All discrepancies in the quantity of the racks shall be compared with waybills.

  13. Waybills and rack inventory documents are the only documents to confirm receipt or return of the racks. The Customer should keep these documents for two years from the date of return.

    APPENDIX 2 Warranty document regarding Glass Products

  14. APPENDIX 3 Cleaning & Maintenance Manual

  15. APPENDIX 4 Storage & Handling Manual

  16. APPENDIX 5 Quality Handbook for Glass

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You can read the Clarification Text on the protection of personal data here.