Article 1. general

1. These terms apply to any tender offer and agreement between ‘Vintage Lost’; trade name of Carat B.V, hereinafter “User”, and a Party to which user has declared these conditions applicable, insofar as these conditions are not parties explicitly and in writing.

2. These conditions also apply to agreements with user, the execution of which user services of third parties.

3. These general conditions are also written for the employees of User and its management.

4. Applicability of possible purchase - or other conditions of the other party is explicitly rejected.

5. If one or more provisions of these terms at any time wholly or partially invalid or void, it remains, in these terms fully applicable. User and the other party shall then consult to develop new rules to replace the invalid provisions to be agreed, as much as possible the purpose and intent of the original provisions are observed.

6. f uncertainty exists regarding the interpretation of one or more provisions of these terms, then the explanation must be found“the spirit” of these provisions.

7. If there is a conflict between parties that do not occur in these general conditions, then this situation should be assessed in the spirit of these terms and conditions.

8. If User does not always demand strict compliance with these conditions, does not mean that its provisions do not apply, or that user to any degree would lose the right to otherwise demand strict compliance with the provisions of these terms and conditions.

Article 2 Duration of the Contract, delivery, implementation and modification agreement; price

1. The agreement between User and the Other is for a period of one year. When not writing within the prescribed period is terminated, the contract automatically renewed for one year.

2. For the completion of certain work or supply certain cases a period agreed or specified, this is never a deadline. Beyond a term is the Other User accordingly in writing to. User is a reasonable time to be offered to implement the agreement.

3. User has the right to have certain work done by others.

4. User has the right in different phases to implement and thus part billed separately.

5. If the agreement is implemented in phases, User can implement those parts to the next stage until the other party the results of the preceding stage in writing.

6. If user requires information from the other party for the implementation of the agreement, captures the execution time not earlier than after the other party it is accurate and complete to the User has provided.

7. If during the execution of the agreement shows that for a proper implementation is necessary to amend or supplement, and then parties agreed to amend the agreement. If the nature, scope or content of the agreement, whether or not to request or indication of the Other, the competent authorities et cetera, is amended and the contract would be qualitatively and / or quantity is changed, this may have consequences for what was originally agreed. This may initially agreed amount be increased or decreased. User will it as much as possible quotation do. By amending the agreement may specify the initial period of implementing change. The other party accepts the possibility of amending the agreement, including the change in price and time of execution.

8. If the agreement is amended, including an addition, User is entitled to them first to give agreement after it is given by the user within the authorized person and the other party has agreed to implement the price and other conditions, including understood the then determine when it will be implemented. Failure or delay execution of the amended agreement also provides default of User and the Other is no reason to terminate the agreement.

9. Without being in default, a user may request to amend the contract, if this qualitative and / or quantitatively, for example, could result in that context to work or to be delivered.

10. If the other party in default should be in the proper performance of which which he held towards the User, then the other party liable for any damages (including costs) on the side of User thereby directly or indirectly.

11. If the User at the conclusion of the contract a certain price, then User under the following circumstances shall nevertheless be entitled to increase the price, even if the price were not given subject.

- If the price increase is the result of an amendment to the agreement;

- If the price increase resulting from a user of accruing power user or an obligation under the law;

- In other cases, provided that the other party not acting in the exercise of a profession or business, entitled to the agreement by written notice if the price exceeds 10% and occurs within three months after closing the agreement, unless user then still willing to sign the agreement based on the originally agreed to perform, or if it is stipulated that the episode is longer than three months after the sale will take place.

Article 3 Suspension, dissolution and termination of the contract

1. User, the fulfillment of the obligations to suspend or delay the agreement and with immediate effect to dissolve, if:

- The Other obligations under the agreement, not fully or timely comply;

- after the conclusion of the contract user learns of circumstances giving good ground to fear that the other party will fulfill obligations;

- the other party in concluding the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient;

- If the delay on the part of the Other User can no longer be required to the contract against the originally agreed conditions will fulfill user is entitled to terminate the agreement.

- if circumstances arise of such a nature that fulfillment of the contract impossible or unaltered maintenance of the User Agreement not reasonably be demanded.

2. If the dissolution is attributable to the Other, User is entitled to compensation for damages, including costs, thereby directly and indirectly.

3. User may during the period that supremacy continues the obligations of the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.

4. If the User at the time of the force majeure its obligations under the Agreement has been partially fulfilled or will fulfill, and to fulfill or to be an independent value, User is entitled to the already performed or to be part separately to invoice. The Other Party shall pay such invoice as if it were a separate agreement.

Article 5 Payment and collection costs

1. Payment must be made to a user to indicate in the currency of the invoice, unless otherwise specified by User. User is entitled to periodic billing.

2. If the other party fails to timely pay a bill, then the Party is legally in default. The Other is then an interest. In the case of a consumer's interest at the statutory rate. In other cases, the Other an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest. The interest on the amount due will be calculated from the time the other party in default until the moment of payment of the full amount owed.

3. User has the right by Other payments made to stretch in the first place to reduce the costs, then deducting the interest and finally to reduce the principal and accrued interest.

4. User may, without being in default, to refuse an offer of payment, if the other party a different order for the allocation of the payment. User can complete repayment of principal refuse, if not also the cases and accrued interest and collection costs.

5. Objections to the amount of a bill to suspend the payment obligation.

6. If the other party in default or omission in the (timely) fulfill its obligations, all reasonable costs incurred in obtaining payment out of court on behalf of the Other. The extrajudicial costs are calculated on the basis of what is currently in the Dutch collection is currently under the calculation method II report. If user higher costs for collection has been reasonably necessary, the actual costs for reimbursement. Any judicial and execution costs will also be recovered from the Other. The Other is on the collection costs also include interest.

Article 6 Liability

1. If user is liable, this liability is limited to what this provision.

2. User is not liable for damage of whatever nature, created by User is assumed by or on behalf of the Other incorrect and / or incomplete data.

3. User is solely responsible for direct damage.

4. Direct damage is exclusively:

- the reasonable costs of determining the cause and extent of the damage, where the establishment relates to damage under these conditions;

- any reasonable costs incurred for the poor performance of the User Agreement to answer, so far this can be attributed to user;

- reasonable costs incurred to prevent or mitigate damage, insofar as the Party demonstrates that these expenses resulted in mitigation of direct damage under these conditions.

5. In this article are the limitations of liability do not apply if the damage is due to intent or gross negligence of User or his senior subordinates.

Article 7 Safeguard

1. The Other Party shall indemnify User for any claims by third parties in connection with the execution of the damage suffered and whose cause other than User attributable.

2. If the User on that third parties should be addressed, then User is obliged both outside and in law to assist and immediately what to do for him in that case can be expected. If the Other failure to take adequate measures, then User, without notice, entitled themselves doing so. All costs and damages on the part of users and third parties are created, are for the account and risk of the Other.

Article 8 Intellectual Property

1. User reserves the rights and powers for which he is entitled under the Copyright and other intellectual property laws - and regulations. User shall be entitled by the execution of a contract at his side increased knowledge for other purposes, provided that no strictly confidential information of the other party to the notice of third parties.

Article 9 Applicable law and disputes

1. All legal relationships where User is a party, only Dutch law applies even if a contract wholly or partly abroad to be given or if the legal relationship with the party concerned is domiciled there. The applicability of the Vienna Sales Convention is excluded.

2. Parties will first appeal to the courts after they turn to the utmost to solve a dispute between themselves to settle.

Article 10 Location and change policy

1. These conditions are registered with the Chamber of Commerce for North and Central Limburg.

2. Applicable is the last registered version or the version valid at the time of the creation of the legal relation with User.

3. The Dutch text of the general conditions is decisive for the interpretation.