2. If a period of time for the supply of specific products has
been agreed or indicated, this shall never be a maximum
period. When a period expires, the Client shall inform
Funeral Products in writing, offering Funeral Products a
reasonable period for executing the contract.
3. If Funeral Products requires information from the Client in
order to execute the contract, the execution period shall
not begin before the Client has provided Funeral Products
with the complete and appropriate information.
4. Supply is effected ex-works by Funeral Products. The
Client shall be bound to accept the products at the
moment when they are placed at their disposition. If the
Client does not accept them or does not provide the
information or instructions necessary for supply, Funeral
Products may store the products at the expense and risk
of the Client.
5. Funeral Products has the right to execute the contract in
various stages, separately invoicing the part already
executed.
6. If the contract is executed in stages, Funeral Products may
postpone the parts belonging to a later stage until the
Client has approved in writing the results of the previous
stage.
7. If during the execution of the contract it becomes clear that
for its correct execution it needs to be modified or
complemented, the parties shall adjust the contract in a
timely manner and by mutual agreement. If the nature,
scope or content of the contract, on the request or
indication of the Client or competent authority, etc. or not,
is modified and such modification alters the contract from
the qualitative and/or quantitative perspective, then this
may also have consequences for the original agreement,
and the amount originally agreed may be increased or
reduced. Funeral Products will aim to provide the
corresponding prices in advance. Furthermore, by
modifying the contract the execution period originally
specified may be modified. The Client accepts the
possibility of modifying the contract, including modification
of price and execution period.
8. If the contract is modified, including any provision added,
then Funeral Products shall only be able to execute it after
approval by the authorised person at Funeral Products and
after the Client has accepted the price and other
conditions of execution, including the date to be specified
for its execution. The non-execution or non-immediate
execution of the modified contract shall not constitute any
breach on the part of Funeral Products and nor shall it be
grounds for the Client to rescind the contract. Without it
being grounds of breach, Funeral Products may reject a
request to modify the contract if this might have
consequences from the qualitative and/or quantitative
perspective on the work to be undertaken or the products
to be supplied in this framework.
9. In the event of the Client not correctly fulfilling that which
they are bound to fulfil with Funeral Products, then the
Client shall be liable for any damages (including costs)
directly or indirectly suffered by Funeral Products.
10. If Funeral Products agrees a fixed price with the Client,
then Funeral Products shall be entitled to increase this
price at any time without the Client being entitled in this
event to rescind the contract on these grounds, if the price
increase is the result of a power or obligation in
accordance with the law, or a regulation, or due to an
increase in the price of raw materials, salaries, etc., or for
other reasons that were not reasonably foreseeable at the
time of signing the contract.
11. If the price increase is not due to a modification of the
contract and is greater than 10% and occurs during the
three months following the contract being signed, then it
shall only be the Client entitled to resort to Article 5,
Section 3 of Book 6 of the Dutch Civil Code who shall be
able to rescind the contract by means of a written
statement, unless Funeral Products is still disposed to

execute the contract on the basis of the original agreement,
or if the price increase is the result of a power or legal
obligation of Funeral Products, or if it has been agreed to
undertake the supply in a period of more than three months
after the purchase is made.
Art. 4 Suspension, rescission and early termination of
the contract
1. Funeral Products is entitled to suspend the fulfilment of
obligations or to rescind the contract:
- If the Client does not fulfil, does not fully fulfil or does not fulfil
in a timely manner the obligations of the contract;
- If after the contract is signed, Funeral Products becomes
aware of circumstances which provide sufficient grounds for
fearing that the Client will not fulfil their obligations;
- If when the contract is signed the Client is asked to provide a
guarantee of fulfilment of contractual obligations and this
guarantee is not forthcoming or is insufficient;
- If due to a delay on the part of the Client it is no longer
possible to demand that Funeral Products fulfils the contract
under the terms originally agreed, Funeral Products may
rescind the contract.
2. Furthermore, Funeral Products is entitled to rescind the
contract if circumstances arise the nature of which prevent
the contract from being fulfilled, or if in any other way
circumstances arise the nature of which mean the contract
cannot justly be demanded to be maintained without
modification.
3. If the contract is rescinded, then the demands of Funeral
Products on the Client shall be immediately enforceable. If
Funeral Products defers fulfilment of the obligations, it shall
continue to keep its legal and contractual rights.
4. If Funeral Products proceeds to suspension or rescission, it
shall not be obliged under any circumstances to pay
damages and costs that may in any way result.
5. If rescission is attributable to the Client, Funeral Products
shall be entitled to compensation for damages, including
costs, caused directly or indirectly.
6. If the Client does not fulfil the contractual obligations and this
breach justifies rescission, then Funeral Products may
immediately cancel the contract with immediate effect with no
obligation on its part to pay any compensation or indemnity,
whilst the Client, if in breach, shall be obliged to pay
compensation or indemnity.
7. In the event of liquidation, (application for) voluntary
receivership or bankruptcy, attachment – where the
attachment has not been lifted within three months – carried
out by the Client, debt amortization or other circumstances
due to which the Client may no longer freely dispose of its
assets, Funeral Products may rescind the contract
immediately and with immediate effect, or may cancel the
order or the contract, with no obligation on its part to pay any
compensation or indemnity. In this case, the demands of
Funeral Products on the Client shall be immediately
enforceable.
8. If the Client cancels, partially or fully, an order placed, then
the Client shall be charged for all the products ordered or
prepared for the order, increased by any possible costs of
sourcing, transport and delivery, and by the work time set
aside for executing the contract.
Art. 5 Force majeure
1. Funeral Products is not obliged to fulfil any obligation to the
Client if they are prevented from doing so by a circumstance
which cannot be attributed to negligence, either according to
law, a legal proceeding or generally accepted principles.
2. In these terms and conditions, and in addition to what is
understood by law and jurisprudence, force majeure is
understood as being all external causes, foreseen and
unforeseen, over which Funeral Products has no control, but
which mean that Funeral Products cannot fulfil its obligations,
particularly, but not limited to, any stagnation to the normal
progress of affairs in the Funeral Products company or in

third parties companies who purchase products or services
from Funeral Products, clear changes since the moment of
signing the contract in the material circumstances which
directly or indirectly affect the factors of cost price or
supply options, in addition to fire, damage caused by
water, extreme weather conditions, disasters, war and
imminent threat of war, terrorist attack or imminent threat
of terrorist attack, contagious diseases, government
measures, riot, situations of conflict (molest), strikes,
exclusions, work-to-rule, defects in machinery or facilities,
stagnation in supply or rationing of raw materials, additives
or fuel, breach of an obligation by a third party from whom
Funeral Products purchases products and/or services.
Funeral Products is also entitled to allege force majeure if
the circumstance which prevents the (subsequent)
fulfilment of the contract occurs after the moment when
Funeral Products would have had to fulfil its contractual
obligation.
3. During the period of force majeure, Funeral Products may
defer its contractual obligations. If this period lasts for
more than two months, then either party may rescind the
contract, with no obligation to compensate the other party
for damages.
4. Insofar as Funeral Products, at the moment when force
majeure occurs, has already fulfilled or can fulfil a part of
its contractual obligations, and insofar as the fulfilled part
or part yet to be fulfilled have separate value, Funeral
Products may invoice separately the part already fulfilled
or yet to be fulfilled. The Client shall pay the invoice as if it
were a separate contract.
Art. 6 Payment and collection expenses
1. Payment shall be made within 14 days of invoice date, by
a method indicated by Funeral Products, in the currency
used in the invoice, unless other stated by Funeral
Products. Funeral Products is entitled to invoice
periodically.
2. If the Client does not make timely payment of an invoice,
then the Client will be legally in arrears. In this case, the
Client shall pay a monthly interest of 1%, unless the legal
interest rate is higher, in which case they shall pay the
legal interest rate. The interest on the amount due shall be
calculated from the moment when the Client enters arrears
until the moment when the entire amount due has been
paid.
3. Funeral Products is entitled to use the payment made by
the debtor firstly to pay off costs and then to pay off the
principal and current interest.
4. Funeral Products may, without incurring arrears, reject an
offer of payment if the Client indicates a different order for
allocating the payment. Funeral Products may reject the
total payment of the principal if the interest accrued and
accumulated and the collection expenses are not paid at
the same time.
5. The Client may never offset the amount owed to Funeral
Products.
6. Any complaint on irregularities in the invoice shall be
notified in writing to Funeral Products within five (5)
working days of the invoice date. Complaints regarding the
amount of an invoice do not defer the obligation to pay.
The Client who is not entitled to appeal pursuant to section
6.5.3 (articles 321 to 247 Book 6 of the Dutch Civil Code
[BW]) may not defer payment of an invoice for any other
reason.
7. Funeral Products reserves the right to demand advance
payment of all or part of the price agreed.
8. If the Client is in breach or in arrears as regards the
(timely) fulfilment of its obligations, then all reasonable
costs of obtaining payment by extra-judicial means shall
be met by the Client. Extra-judicial costs are calculated on
the basis of usual practice in Dutch collection of payments,
i.e. currently the method of calculation according to the
Rapport Voorwerk II (Report on Preliminary Works II).

However, if Funeral Products has incurred collection costs
higher than those reasonably necessary, then the costs
actually disbursed shall be reimbursed. Any possible judicial
costs and execution costs incurred shall also be paid by the
Client. The Client shall also pay interest on the payment
collection expenses owing.
Art. 7 Reservation of property rights
1. All the products supplied by Funeral Products within the
framework of the contract remain the property of Funeral
Products until the Client has fulfilled all the obligations of the
contract(s) signed with Funeral Products.
2. The products supplied by Funeral Products, which in
accordance with section 1 are under reservation of property
rights, may not be resold and may never be used as a means
of payment. The Client cannot pledge products included in
the reservation of property or encumber them in any other
way.
3. The Client shall always do what can be reasonably expected
of them to ensure the security of the property rights of
Funeral Products.
4. In the event that third parties seize products supplied under
reservation of property rights or wish to establish or enforce
rights over them, then the Client shall be obliged to inform
Funeral Products of this situation immediately.
5. The Client undertakes to insure and keep insured against
fire, damage caused by water or explosion, or theft, the
products supplied under reservation of property rights and,
on the first request shall provide the policy to Funeral
Products for inspection. In the event of a payment being
received from insurance, Funeral Products shall be entitled to
this money. The Client undertakes in advance to cooperate
with Funeral Products as far as possible in everything that is
(or may be) necessary or desirable in this area.
6. In the event that Funeral Products wishes to exercise the
property rights described in this article, the Client grants in
advance their unconditional and irrevocable permission to
Funeral Products and to third parties named by Funeral
Products to access all areas where property of Funeral
Products are held and to remove them.
Art. 8 Warranty, inspection and claims, period of limitation
1. The products to be supplied by Funeral Products comply with
the usual requirements and standards that can reasonably be
required at the time of supply and for which intended for
normal use in the Netherlands. The warranty cited in this
article applies to products intended for use in the
Netherlands. In the event of use outside the Netherlands, the
Clients themselves shall check that use is appropriate there
and that the products comply with the relevant requirements.
In this case Funeral Products may establish other warranties
and conditions for the products to be supplied or the work to
be undertaken.
2. The warranty cited in section 1 of this article is valid for a
period of one year from time of supply, unless the nature of
the supply requires otherwise or the parties have agreed
otherwise. If the warranty given by Funeral Products refers to
a product which has been supplied by a third party, then the
warranty is limited to what is granted for it by the
manufacturer of the product, unless otherwise indicated.
3. Any form of warranty is cancelled if a defect occurs due to or
as a result of:
- unsuitable or improper use;
- unsuitable storage or maintenance by the Client and/or by
third parties;
- if, without written permission from Funeral Products, the
Client or third parties have made or attempted to make
modifications to the product;
- if other products are attached to the product which must
not be attached to it, or if the other products have been
treated or made in a manner differing from the prescribed
manner;

- if the defect has been caused by or as a result from
circumstances over which Funeral Products has no
control, including weather conditions (such as for
example, but not limited to, heavy rains or extreme
temperatures), etc.
4. The Client is obliged to examine / have examined what is
supplied immediately at the moment when the products
are placed at their disposition or at the moment when the
relevant work has been carried out, respectively.
Furthermore, the Client shall check that the quality and/or
quantity of what is supplied matches what was agreed and
complies with the requirements agreed by the parties in
this respect. Any visible defect shall be notified in writing to
Funeral Products within seven (7) working days of
delivery. Any defect not visible shall be notified in writing to
Funeral products immediately upon detection, but in all
events within seven (7) working days. The notification shall
include the most fully detailed description possible to
enable Funeral Products to address the matter
appropriately. The Client shall give Funeral Products the
opportunity to investigate / have investigated a complaint.
5. If the Client submits a timely complaint, this does not defer
their payment obligation. In this instance the Client shall
also be obliged to purchase and pay for the other products
ordered.
6. In the event of the defect not being notified in time, the
Client shall not be entitled to repair, replacement or
compensation.
7. If a product is proved to be defective, if this has been
notified in a timely manner and the type of defect is
covered by the warranty, Funeral Products shall replace
the defective product or have it repaired or pay the Client a
sum for replacement, within a reasonable period after the
product has been returned and received or, if return is not
reasonably possible, through notification from the Client in
writing of the defect, at the discretion of Funeral Products.
8. If it is established that there are no grounds for complaint,
then all the costs incurred, including investigation costs
incurred by Funeral Products, shall be paid by the Client.
9. After the warranty period has expired, all costs of repair or
replacement, including administrative, postage and
collection costs, shall be invoiced to the Client.
10. By contrast with legal periods of limitation, the period of
limitation for all complaints and defence for Funeral
Products and third parties involved in the execution of a
contract is one (1) year.
Art. 9 Liability
1. In the event of Funeral Products being liable, said liability
shall be limited to that established in this clause.
2. Funeral Products does not accept liability for damages, of
whatsoever nature, caused by the fact that Funeral
Products has relied on incorrect and/or incomplete
information supplied by or on behalf of the Client.
3. In the event of Funeral Products being liable for any
whatsoever damages, the liability of Funeral Products shall
be limited to, as a maximum, two times the value of the
order invoice, at least for the part of the order to which
liability refers.
4. In all events the liability of Funeral Products shall be
limited to the amount paid by insurance, when applicable.
5. Funeral Products assumes exclusive liability for direct
damages.
6. Direct damages are understood as being exclusively costs
reasonably incurred for corroborating the cause and extent
of the damages, provided that this corroboration relates to
damages in accordance with these conditions, possible
reasonable expenses incurred to remedy the faulty
execution of the contract by Funeral Products provided
that these can be attributed to Funeral Products, and also
the reasonable costs incurred in preventing or limiting
damages on condition that the Client demonstrates that

these costs led to limiting direct damages as interpreted in
these terms and conditions.
7. Funeral Products does not accept liability for indirect
damages, including consequential damages, loss of profits,
loss of savings and loss through business stagnation.
8. The limits of liability included in this article are not valid if the
damages are caused by fraud or gross malpractice by
Funeral Products or its subordinates.
Art. 10 Transfer of risk
1. The risk of loss, deterioration or depreciation passes to the
Client from the moment of supply of products or from the
moment when supply must take place in accordance with the
contract.
Art. 11 Safeguard
1. The Client shall indemnify Funeral Products for any possible
liabilities to third parties who suffer damages the cause of
which is attributable to parties other than Funeral Products.
2. In the event of Funeral Products for this reason being made
liable by third parties, then the Client shall be obliged to
assist Funeral Products both externally and judicially and
immediately to do all that can be expected in this instance. If
the Client does not take the appropriate measures, then
Funeral Products may take them themselves without prior
notice. All the resulting costs and damages caused to
Funeral Products and third parties shall be at the expense
and risk of the Client.
Art. 12 Intellectual property
1. Funeral Products reserves the rights and powers
corresponding to them under the Law on Intellectual Property
(Auteurswet) and other intellectual property laws and
regulations. Funeral Products is entitled to use the
knowledge acquired through execution of a contract for other
ends, provided that none of the Client’s strictly confidential
information is made known to third parties.
Art. 13 Applicable law and resolution of disputes
1. For any dispute in which Funeral Products is involved, Dutch
law exclusively shall be applied, also if a contract is executed
wholly or partially abroad or if the party involved in the legal
relationship is domiciled there. The Vienna Convention is not
applicable.
2. The Court where Funeral Products is based is the only Court
competent in litigation matters, unless the law prescribes
otherwise in a binding manner. However, Funeral Products
may submit the dispute to the competent Court according to
the law.
3. The parties shall only resort to the Court after having done
their utmost to solve the dispute by mutual agreement.
Art.14 Location and modification of the conditions
1. These conditions have been filed in the Brabant Chamber of
Commerce under file number.....
2. The most recent version is always applicable or, where
appropriate, the version which was in force at the time of the
establishment of the legal relationship with Funeral Products.
3. The Dutch version of the terms and conditions shall always
prevail for their interpretation.