Article 1 – Applicability.

1.1 In these General Terms and Conditions of Sale and Delivery, “Grand Surface” shall mean Grand Surface, registered in the Commercial Register under number 94374880.
1.2 In these General Terms and Conditions of Sale and Delivery, “product” or “products” means graffiti removers, anti-graffiti coatings, glass renovation systems, cleaning products, machines, coatings, liquid foils and other products offered or supplied by Grand Surface.
1.3 In these General Conditions of Sale and Delivery, “service” or “services” shall mean services offered or provided by Grand Surface relating to graffiti or scratch removal, renovation work, coating work and other services.
1.4 These Terms and Conditions shall apply to all offers by Grand Surface and to all agreements concluded with Grand Surface.
1.5 These terms and conditions shall apply to the exclusion of any general terms and conditions applied by the (potential) customer (hereinafter “the Client”).

Article 2 – Offers, orders and agreements

2.1 All offers by Grand Surface are without obligation. Orders and acceptances of offers by the Principal are irrevocable.
2.2 Verbal undertakings or agreements by or with its personnel shall only be binding on Grand Surface if it has confirmed them in writing.
2.3 Any or alleged inaccuracies in an order confirmation shall be notified in writing to Grand Surface by the Principal within 3 working days of the date of the confirmation, failing which the order confirmation shall be deemed to represent the agreement accurately and completely.

Article 3 – Conformity

3.1 Statements by Grand Surface concerning performance, properties, etc. shall only be approximate and without obligation.
3.2 Illustrations, descriptions, catalogs, advertising material and offers are not binding to Grand Surface.
3.3 If products ordered by the Principal are intended for use outside the Netherlands, the Client shall ensure that the products and accompanying manuals, etc. comply with all the regulations imposed on them in the country of destination. Use of the products and conformity with government regulations shall be at the risk of the Principal.
3.4 The Principal guarantees the accuracy, completeness and reliability of the data and information supplied by or on behalf of him to Grand Surface. Grand Surface shall only be bound to (further) execute the order, if the Principal has provided all the data and information required by Grand Surface.

Article 4 – Intellectual property

4.1 All intellectual and industrial property rights regarding the products and services, and regarding everything Grand Surface develops, manufactures or provides, including manuals, packaging, catalogs and images, shall belong to Grand Surface.
4.2 The Client is not allowed to remove or change any indication of patents, brands, trade names or other intellectual or industrial property rights from the products.
4.3 Quotations issued by Grand Surface, models and designs made or provided by Grand Surface, as well as (test) products made available by Grand Surface, shall remain the property of Grand Surface, regardless of whether charges are made to the Principal.

Article 5 – Prices

5.1 Prices quoted by Grand Surface or agreed with Grand Surface are exclusive of VAT and other taxes or levies.
5.2 Prices quoted by Grand Surface are calculated for delivery EXW (Incoterms 2020).
5.3 Prices quoted by Grand Surface or agreed with Grand Surface are exclusive of additional work. Changes to the order shall in any case result in additional work, if the information provided by the Principal does not correspond to reality and/or deviates from estimated data.

Article 6 – Delivery time and delivery

6.1 Stated delivery times are approximate and shall not be considered as deadlines.
6.2 Transport and/or shipment of the products shall take place at the risk of the Client in accordance with the delivery condition EXW (Incoterms 2020), unless otherwise agreed in writing. The Client is obliged to take delivery of the products immediately upon arrival at their destination.
6.3 If the Client does not take delivery of the products or does not come/have them picked up, they shall be stored at the expense and risk of the Client for as long as Grand Surface deems appropriate. Grand Surface shall in this case, as for any other (culpable) failure by the Principal, be authorized at all times either to demand compliance with the agreement, or to rescind the agreement (out of court), without prejudice to its rights to compensation for damage sustained and loss of profit, including storage costs.
6.4 Grand Surface shall not be required to honor a request by the Principal for re-delivery or subsequent delivery. If Grand Surface nevertheless proceeds to do so, then the associated costs shall be borne by the Principal.
6.5 Grand Surface is authorized to carry out an agreement in parts and to demand payment for that part of the agreement which has been carried out.

Article 7 – Services

7.1 The Principal shall ensure that Grand Surface employees can carry out the work without interruption and at the agreed time, and that any facilities reasonably required by Grand Surface employees are made available free of charge.
7.2 If a delay occurs in the execution of the task as a result of the Principal’s failure to meet his obligations, the work shall be carried out as soon as Grand Surface’s schedule permits. The Principal shall be liable for all resulting damage and costs to Grand Surface.
7.3 Grand Surface shall use the GBO assessment standard of glass on completion for glass renovation and scratch removal, unless otherwise agreed in writing. This assessment method includes, among other things, an assessment of the glass at a distance of 3 meters in diffuse daylight within a horizontal viewing angle of 30 degrees, with an observation time of a maximum of 20 seconds.
7.4 The order shall be considered to have been carried out/delivered if:

• The Client does not approve the product or work based on minor defects, which can be repaired within 30 days.
• Grand Surface has notified Principal in writing that the work has been completed and Principal does not protest this in writing within 5 working days of such notification; or
• The Client does not approve the product or work based on minor defects, which can be repaired within 30 days.

Article 8 – Force majeure

8.1 If Grand Surface is prevented from fulfilling the agreement due to force majeure, it shall be entitled to suspend execution of the agreement. In this case, the Principal shall not be entitled to compensation for damage, costs or interest.
8.2 Force majeure shall include: war, danger of war, strikes, fire, accident or illness of personnel, operational failure, transport stagnation, problems unforeseen by Grand Surface in production or transport and any other circumstance not solely dependent on the will of Grand Surface, such as non-delivery or late delivery of goods or services by third parties engaged by Grand Surface.
8.3 If, at the onset of the Force Majeure situation, Grand Surface has already partially fulfilled its obligations or can only partially fulfill its obligations, it shall be entitled to invoice the part already delivered or the deliverable part separately and the Principal shall be required to pay this invoice as if it were a separate agreement.

Article 9 – Warranty and advertising

9.1 Grand Surface guarantees the soundness of the products and services supplied by it in accordance with what the Principal may reasonably expect on the basis of the agreement. Should, nevertheless, defects occur in the products supplied by Grand Surface as a result of manufacturing and/or material defects, then it shall repair these defects (or have them repaired), replace the products in question in whole or in part, or apply a reasonable price reduction, all this at the discretion and sole discretion of Grand Surface. The guarantee shall be valid for 6 months from the date of purchase by the Principal and only upon presentation of the original invoice.
9.2 Outside the guarantee are in any case defects which occur in or (partly) as a result of normal wear and tear, non-compliance with the instructions in the manual, improper use, overdue maintenance, use in combination with materials from third parties, repair or other work by third parties or by the Principal without prior written approval by Grand Surface. For (damage as a result of) such defects, Grand Surface shall not be liable.
9.3 The Principal shall accurately inspect the delivered products and services immediately upon receipt, under penalty of forfeiting any right of complaint and/or warranty. Any complaint concerning the quantity of products delivered shall be noted on the consignment or delivery note on delivery, failing which the quantities stated on the consignment or delivery note shall constitute compelling evidence against the Principal.
9.4 Claims under the guarantee shall be made in writing to Grand Surface within 5 days of a defect occurring. In the absence of timely complaints, all claims against Grand Surface shall lapse.
9.5 The Principal is obliged to keep the products about which a complaint has been made available to Grand Surface to determine the deficiency, under penalty of the lapse of any right of complaint and/or guarantee.
9.6 Complaints do not suspend the payment obligations of the Principal.
9.7 After a shortcoming in a product has been established, the Principal is obliged to do everything possible to prevent or limit damage, expressly including possible immediate cessation of use and marketing.

Article 10 – Retention of title.

10.1 Grand Surface shall retain ownership of the products delivered and to be delivered until its claims in respect of the products and services delivered and to be delivered have been paid in full by the Principal, including claims for failure to comply with one or more agreements.
10.2 If the Principal is in default in complying with his obligations, Grand Surface shall be entitled to recover (or have recovered) the products belonging to it from the place where they are located, at the expense of the Principal.
10.3 The Principal is not entitled to pledge or transfer ownership of products not yet paid for. The Principal is obliged to keep the products delivered under retention of title with due care and as recognizable property of Grand Surface.

Article 11 – Payment

11.1 Unless otherwise agreed in writing, payment of Grand Surface invoices shall be made within 14 days of invoice date.
11.2 Grand Surface shall at all times be entitled to demand full or partial prepayment and/or otherwise obtain security for payment.
11.3 If payment is not received on time, the Principal shall, without further notice of default, owe interest on the invoice amount at the rate of 1.5% per month from the due date to the date of payment.
11.4 All costs associated with collection shall be borne by the Principal. The extrajudicial collection costs shall amount to at least 15% of the amount to be collected with a minimum of EUR 250.
11.5 The Client waives any right to offset amounts owed on both sides.

Article 12 – Cancellation.

12.1 The Client may not cancel a given order. If, nevertheless, the Principal cancels all or part of a given order, he shall be required to reimburse Grand Surface for all costs reasonably incurred in carrying out this order, Grand Surface’s work and Grand Surface’s loss of profit, plus VAT.

Article 13 – Consulting

13.1 All advice given by Grand Surface and communications and statements provided by Grand Surface concerning, among other things, the properties of products and services to be supplied by Grand Surface are entirely free of obligation and are provided by Grand Surface by way of non-binding information. Grand Surface gives no guarantee whatsoever.
13.2 Grand Surface shall not be liable for any direct or indirect damage, in whatever form and for whatever reason, resulting from the provision of information and/or advice by Grand Surface. The Principal shall indemnify Grand Surface against all claims by third parties, unless there is intent or gross negligence on the part of Grand Surface.

Article 14 – Liability

14.1 Outside the provisions of Article 9, the Principal shall have no claim against Grand Surface for defects in or relating to the products or services provided by Grand Surface.
14.2 Grand Surface shall never be liable for immaterial damage, trading loss, stagnation damage, loss of profit and any other consequential or indirect damage, arising from any cause whatsoever, unless there is gross fault or intent on the part of Grand Surface.
14.3 Damage to products caused by transport or damage to packaging is at the expense and risk of the Client.
14.4 In all cases where Grand Surface is liable to pay compensation, this shall never exceed the invoice value of the delivered products or services through which or in connection with which damage has been caused. Moreover, if the damage is covered by Grand Surface’s corporate liability insurance, the compensation shall never exceed the amount actually paid out by the insurer in the case in question.
14.5 Any claim against Grand Surface, unless acknowledged by Grand Surface, shall expire by the mere expiration of 12 months after the claim arises.
14.6 The Principal shall indemnify Grand Surface against any claim by third parties in connection with the execution of the agreement by Grand Surface.
14.7 Grand Surface is never liable for damage to the glass, which occurs during work on glass.

Article 15 – Representation

15.1 If the Principal acts on behalf of one or more others, he shall, without prejudice to the liability of such others, be liable to Grand Surface as if he himself were Principal.

Article 16 – Final provisions

16.1 The effect of any international convention on the sale of movable tangible property, the effect of which may be excluded between the parties, shall not apply and is hereby expressly excluded. More specifically, the applicability of the Vienna Sales Convention 1980 (CISG 1980) is expressly excluded.
16.2 All disputes between Grand Surface and the Principal shall be tried exclusively by the competent court in the district of Roermond, the Netherlands. Notwithstanding this, Grand Surface shall be authorized to apply to the court of the domicile/establishment of the Principal.
16.3 Dutch law shall apply exclusively to all agreements entered into by Grand Surface.

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