Terms AND CONDITIONS

Concepts:

In these general terms and conditions the following definitions apply:

1. Drophouse: the private limited liability company Drophouse B.V., registered in the trade register of the Chamber of Commerce under number 82256322, with its registered office in Zandvoort, and its offices at Hogeweg 64A, 2042 GJ in Zandvoort.

2. Client(s): the natural or legal person who places the order for the delivery of the goods or requests a quotation for this purpose.

3. Home(s): Drophouses or compact, smart, and movable homes. Where appropriate, drophouses can be movable (delivery without plot/surface) or immovable (delivery with plot/surface) goods.

Article 1: General

4. These general terms and conditions apply to all quotations and agreements issued or concluded by the private company with limited liability Drophouse B.V., hereinafter referred to as: Drophouse.

5. These general terms and conditions apply to all subsequent quotations and agreements, issued or concluded with the same client, regardless of whether they are related to or follow quotations or agreements already made.

6. If and insofar as general terms and conditions used by the client conflict with these general terms and conditions, the client's general terms and conditions will not apply.

7. If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the remainder of these general terms and conditions will remain fully applicable. In that case, Drophouse and the client will try to agree on new provisions in consultation to replace the void or annulled provisions, taking into account as much as possible the purpose and scope of the original provisions.

8. Drophouse always has the right to change these conditions. An amendment can also be declared applicable to agreements concluded before that amendment if and insofar as that amendment does not restrict the rights that clients can derive from the agreement(s) in question. An amendment can be limited to one or more specific (categories of) agreements.

9. Drophouse will exercise due care in the execution of concluded agreements and take the interests of its clients into account to the best of its ability.

Article 2: Quotations

1. All quotations from Drophouse are without obligation unless expressly stated otherwise in the quotation; in that case the quotation is valid for one month.

2. Images, shape, design, drawings, color, specifications of capacities and further descriptions are as accurate as possible, but are not strictly binding for Drophouse. Minor deviations are permitted, while in the event of interim model changes, Drophouse is entitled to deliver the changed model. Drophouse is also entitled, without prior knowledge or knowledge of the client, to make technically necessary changes to models of homes, technical installations and/or parts sold by Drophouse or offered for repair.

3. An agreement is only concluded if Drophouse has confirmed in writing that it accepts the client's offer or assignment.

4. Verbal commitments by and agreements with Drophouse employees do not bind Drophouse, unless these employees have a power of attorney or the agreement is confirmed in writing by Drophouse management.

5. If no agreement is concluded, the user is entitled to charge the client for the costs involved in preparing the quotation, if and insofar as this has been agreed in writing before issuing the quotation.

6. All prices quoted are exclusive of sales tax and/or transfer tax unless expressly stated otherwise.

7. The client is responsible for the data, specifications, calculations, and the like made available by him.

8. The client indemnifies Drophouse against all claims from third parties based on infringement of intellectual property rights arising from the data, models, images, etc. made available by the client, which are brought against Drophouse.

Article 3: Drawings and Calculations

1. Drawings, technical descriptions, designs, and calculations produced by Drophouse or by an external designer on its behalf remain the property of Drophouse. They may not be made available or shown by the client to third parties with the intention of obtaining a comparable quotation or agreement, or of gaining any advantage for himself and/or third parties. If no agreement is concluded, these documents must be returned immediately, carriage paid. Drophouse reserves all intellectual property rights relating to these matters.

2. However, subject to the provisions of this article, the client has free access to the data referred to in the first paragraph, regardless of the form in which they are recorded, if he has agreed a fee for this in writing and this fee has been paid, then yes – if that compensation has not been agreed – if a compensation is still agreed in writing.

3. Information about manufacturing and/or construction methods to which copyright applies, or to which a designer as referred to in the first paragraph has made a reservation, may not be used, copied, shown to third parties or published, unless written permission has been granted for this.

4. In the event of a violation of the provisions of this article, Drophouse can claim compensation for the damage resulting from the violation.

Article 4: Price and price adjustment

1. All agreed prices are exclusive of any turnover tax (VAT) and/or transfer tax due, and are furthermore based on the taxes, levies, wages, social security contributions, material and raw material prices and other costs, as applicable on the date of written quotation.

2. Drophouse reserves the right to increase the agreed prices if changes in one or more cost price factors give rise to this after the conclusion of the agreement but before the time of its execution.

3. Drophouse will notify the client in writing in a timely manner if and insofar as he exercises the right referred to above to make price changes. Drophouse will then terminate the agreement at the written request of the client if the price change leads to a price difference with the agreed price of more than twenty percent (20%).

4. Unless expressly agreed otherwise, all prices are in Dutch currency.

5. All agreed prices are exclusive of transport or packaging costs.

Article 5: Conclusion of the agreement

1. The agreement is concluded by a written order for delivery of the goods on the basis of the quotation.

2. If the client gives an order to Drophouse in deviation from the quotation drawn up by Drophouse, the client must clearly inform Drophouse of the deviation from the quotation.

3. If the client gives a written order, the client's order will be deemed to correctly reflect the content of what has been agreed, with due observance of the provisions of paragraph two, unless Drophouse notifies the client within 10 days of receipt of the order. are objections to the display of the content.

4. The provisions of the first three paragraphs apply mutatis mutandis to changes and additions to the agreement or further agreements.

Article 6: Delivery and risk

1. To determine the delivery time, a specific date or time or period is stated in the agreement for delivery.

2. In the case of movable property, delivery takes place at the time of actual delivery, and in the case of immovable property at the time of notarial delivery.

3. Drophouse reserves the right to deliver the goods to be delivered in whole or in part before the agreed time. The foregoing provided that the user informs the client of this in writing in advance.

4. The Client ensures that the means of transport used by Drophouse can reach the unloading location properly and over a properly passable and accessible terrain, or over water, and that sufficient space is available for delivery.

5. The client is obliged to purchase the goods at the time of presentation.

6. If the client does not accept the goods, does not take them on time or does not take them at the agreed location because the client does not provide the necessary cooperation or because another obstacle arises on his part, the client is legally in default and Drophouse has the right to goods from the place where and from the time at which delivery is to take place, at the expense and risk of the client, to and stored at a location to be determined by Drophouse. Drophouse is then entitled to compensation for the damage it has suffered. This compensation amounts to at least 50% of the net invoice amount, without prejudice to the right to claim compensation for the excess.

7. If the goods have not been received by the client within 3 months after the offer for delivery, Drophouse is entitled to terminate the agreement on the basis of which the delivery takes place without judicial intervention and to sell or take back the goods to be delivered. . The client will then owe compensation in the amount of the lost profit and all costs incurred in this regard. This compensation amounts to at least 50% of the net invoice amount, without prejudice to the right to claim compensation for the excess.

8. The risk of loss, damage or complete or partial destruction of the goods to be delivered is borne by the client from the moment of delivery or from the moment and place where delivery is to take place under the agreement.

9. The specific period within which delivery must take place is determined by Drophouse within reasonableness and fairness, but is not binding.

10. Exceeding the specified delivery period does not give the client the right to suspend its obligations under the agreement.

11. Exceeding the period within which delivery must take place will never lead to Drophouse's liability for direct or indirect consequences of the late delivery.

12. The costs associated with the delivery of goods, which in any case also include the costs of transport, insurance, obtaining the necessary documents and permits, packaging, towing, loading and unloading work, are at the expense of the client, unless expressly agreed otherwise in writing.

Article 7: Packaging

1. The packaging remains the property of Drophouse. The client must manage this packaging with due care.

Article 8: Retention of title

1. To ensure the correct and complete fulfillment of the client's obligations, Drophouse reserves ownership of the delivered goods until the moment at which the client has fulfilled its obligations. Obligations in this regard are understood to mean obligations with regard to the consideration owed to Drophouse regarding:

a. the goods delivered or to be delivered under this agreement;

b. the work to be performed for the client under this agreement;

c. the claims for failure to comply with this agreement.

2. If Drophouse has claims on the client in respect of which a retention of title has been made as well as claims on the client in respect of which no retention of title has been made, a payment from the client will first serve to settle the claim in respect of which no retention of title has been made.

3. As long as the ownership of the delivered goods has not been transferred to the client, the client is not permitted to transfer ownership of the delivered goods, to encumber them in commercial or contract law or to alienate them, under any title whatsoever.

4. As long as ownership of the delivered goods has not been transferred to the client, the client is obliged to keep the delivered goods with due care and as the recognizable property of Drophouse.

5. Drophouse has the right to take back the goods delivered under retention of title if and insofar as the client fails to fulfill any obligation towards Drophouse or, in the opinion of Drophouse, has payment difficulties.

6. The Client is obliged to insure the home and keep it insured for the duration of the retained ownership. The Client hereby grants Drophouse an irrevocable power of attorney to receive payments based on the insured comprehensive risk on behalf of the Client.

7. If third parties claim rights with regard to housing delivered by Drophouse but not yet (fully) paid for by the client, the client must inform Drophouse of this within 24 hours after becoming aware of this. In that case, Drophouse is entitled to remove the home in question from the client, take it back and place it elsewhere.

Article 9: Warranty

1. Drophouse provides a warranty on delivered home(s) as stated on and under the conditions of the warranty forms provided to the client. In the event that no warranty forms have been provided, Drophouse guarantees the soundness and agreed quality of the delivered goods for a period of ten (10) years from the time of delivery, and only if the client demonstrates that the defect in the delivered goods is caused by incorrect processing, construction or manufacture of the delivered goods, or by the use of defective materials, raw materials and consumables by Drophouse, which makes the home uninhabitable. The foregoing is on the understanding that the aforementioned warranty period only applies to the shell home, and not to the household equipment and technical installations supplied (if any). A warranty period of 2 years applies to any supplied household equipment and technical installations, or the warranty period as issued by the relevant suppliers of these products.

2. Defects that are wholly or partly the result of a method of processing prescribed by the client, or of a construction or manufacturing prescribed by the client, or are wholly or partly caused by a supplier, advisor, subcontractor or auxiliary person prescribed by the client , are not covered by the warranty.

3. The warranty does not cover defects that can be traced back in whole or in part to:

• improper treatment by the client;

• wear and tear (and associated maintenance work) which is not excessive given the foreseeable use of the delivered goods by Drophouse;

• use or processing of the delivered goods other than in accordance with the guidelines and specifications provided with the delivered good or other than in accordance with the purpose for which the good was delivered;

• compliance with any government regulations;

• injecting the good or parts thereof with other than appropriate means;

• the use of aggressive liquids or solvents;

• damage due to paint;

• damage resulting from puncturing or damaging products;

• damage resulting from temporary or permanent influence of the environment or air pollution;

• minor imperfections in the finish, which do not detract from the reliability;

• defects or damage as a result of improper repair/maintenance by third parties;

• use of parts other than those supplied by Drophouse;

• prolonged exposure to extreme temperatures and/or high humidity and/or salty air;

• exposure to severe shock or great pressure;

• violence, natural disasters and/or war conditions;

1. If the client has made changes to the delivered goods or uses the delivered goods other than in accordance with the guidelines and specifications provided with the delivered goods or other than in accordance with the purpose for which the goods were delivered or if the delivered goods were not supplied by a Drophouse repaired by an authorized third party, the warranty becomes void.

2. If and insofar as a supplier is obliged to provide any form of warranty to Drophouse with regard to the delivered goods, the warranty provided by Drophouse never extends beyond the warranty provided by this supplier.

3. Drophouse has the right to repair the defect in the delivered goods at its discretion by means of free repair.

4. The agreed warranty period will not be extended by repairing the delivered goods under these warranty provisions.

5. During the period in which the client is in default of any obligation arising from this or any other agreement related to this agreement, Drophouse is not obliged to provide any guarantee.

6. Any liability towards the client in respect of defective delivery is at all times limited to the warranty obligations stated above.

Article 10: Liability

1. Without prejudice to the above, Drophouse's liability for all direct costs and damage, in any way related to or caused by an error or shortcoming in the execution of the agreement, is at all times limited to the amount of the amount of the original invoice value, or the amount covered by the liability insurance taken out by Drophouse and for which coverage is actually provided.

2. Drophouse is never liable for all indirect costs and indirect damage, in any way related to or caused by an error or shortcoming in the execution of the agreement.

3. Drophouse is only liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation if and insofar as this damage is covered by its liability insurance and is paid out under the insurance in the relevant case. The same applies to personal injury and/or death damage that qualify as consequential damage, unless there would be product liability for the damage in question on the part of Drophouse, as regulated in Title 6.3 of the Civil Code or in the event of intent or deliberate recklessness on the part of the management. from Drophouse.

4. The client indemnifies Drophouse against all claims from third parties for compensation for damage or otherwise, which are directly or indirectly related to the execution of the agreement between Drophouse and the client.

5. Drophouse is never liable for any damage to or depreciation of any property of the client that Drophouse or any person on its behalf has for safekeeping / repair / processing / in its possession, up to the amount for which Drophouse has insured itself for such damage-causing events and for which coverage is actually provided.

6. The client is liable for the damage or loss of goods and tools unless the damage or loss is due to gross negligence or intent on the part of Drophouse.

Article 11: Force majeure

1. If and insofar as Drophouse cannot fulfill its obligations under the agreement, cannot fully or on time or at the agreed location as a result of a cause that cannot be attributed to it, it is entitled to cancel the relevant agreement without judicial intervention and without to be liable for damages, to dissolve it, or to suspend the obligations under the relevant agreement for a maximum of six months. During the suspension period of 6 months, Drophouse is entitled, and at the end of which Drophouse is obliged, to choose between execution or termination of the agreement.

2. Causes that cannot be attributed to Drophouse include the following circumstances, among others, any unforeseeable stagnation in the regular course of events in Drophouse's company or in the company of a third party from whom Drophouse obtains goods or services, as well as apparent changes since the conclusion of the agreement in the actual circumstances that directly or indirectly influence the cost price factors or delivery options.

3. Causes that cannot be attributed to Drophouse include:

- (civil) war and riots, also outside the Netherlands, complete or partial mobilization;

- epidemics;

- fire and other disruptions in the business of Drophouse and/or its suppliers;

- changes in factors that partly determine the prices charged by Drophouse;

- cessation of production of the sold model home;

- transport difficulties, strikes or other collective actions, obstruction, exclusion;

- theft or embezzlement from the warehouses or factories of Drophouse and/or its suppliers, including theft and/or damage and/or loss of any home(s) placed for repair or storage and/or during transport and similar circumstances and events;

- non-delivery or late delivery to Drophouse by its suppliers;

- non-performance or late performance of work outsourced by Drophouse to third parties;

- import and export bans;

- measures taken by Dutch and/or foreign government bodies that make the execution of the agreement more difficult and/or expensive than could have been foreseen when the agreement was concluded;

- as well as any (other) circumstance that impedes the normal course of Drophouse's business, as a result of which compliance with the agreement cannot reasonably be expected from Drophouse.

4. If one of the circumstances mentioned above occurs, Drophouse will notify the client as soon as possible, upon submission of the available supporting documents.

Article 12: Payment

1. All payments must be received by Drophouse no later than 14 days after the invoice date, without any right to discount or debt settlement, even in bankruptcy, by deposit into a bank account designated by Drophouse.

2. If the client has not paid within the period set above or within the further agreed period, he is legally in default and Drophouse has the right to charge the client the statutory interest without further notice or notice of default (Article 6:119). BW), plus 3%, calculated from the invoice date.

3. All costs incurred by Drophouse as a result of the client's failure to fulfill any obligation for the latter under this agreement, not to do so on time or not properly, will be borne by the client. These costs include the costs of notice, termination, collection and bailiff, as well as the costs of the counselor/lawyer and attorney, and all other extrajudicial and judicial costs. These costs are set by Drophouse and the client at a minimum of 10% of the principal amount to be claimed. The client is in default due to non-compliance or improper compliance.

4. At Drophouse's first request, which Drophouse is entitled to do at any time, the Client must make an advance payment or down payment, or provide security required by Drophouse for the correct fulfillment of its obligations in a manner to be determined by Drophouse. If the client is a natural person who is not acting in the exercise of a profession or business and it concerns a purchase agreement, the client may be obliged by Drophouse to pay in advance or down payment of a maximum of half of the purchase price.

5. Drophouse is entitled to retain items that it has or will receive from the client or in connection with an agreement concluded with him, until full payment has been made of the amount owed by the client to Drophouse. By placing matters under the control of Drophouse, the client establishes a lien for everything he owes or will owe to Drophouse. In any case, this includes claims under agreements that have not yet been settled.

6. The Client owes a storage fee, to be calculated in accordance with the rate applicable by Drophouse or the locally applicable rate, as long as Drophouse retains items under this article.

7. If the client has not fulfilled his payment obligations, has not fulfilled them on time or has only partially fulfilled them, or has not fulfilled any other provision of the agreement, has not complied with them on time or incompletely, his goods are seized, his goods are seized, he applies for a suspension of payments or his bankruptcy is filed for, the client shuts down or liquidates its business, the client immediately leaves the Netherlands or a third party makes a seizure against the client or otherwise recovery is sought from the client's assets, the client is legally deemed to be in default and the amount is owed to Drophouse without further demand or notice of default , regardless of previous installment agreements regarding payment, immediately due and payable with interest equal to the statutory interest plus 3%, calculated from the invoice date, counting part of a month for a whole month, on the amount owed by him. In that case, Drophouse has the right to suspend the performance of any other agreements or to dissolve any agreement with the client in whole or in part, at the sole discretion of Drophouse, without any obligation to pay compensation to the client.

8. Every payment is deemed to be payment in the first place of any interest and/or costs due, and after full payment thereof the payment is deemed to be payment of the oldest outstanding invoice, regardless of whether or not the payment is made. expressly, anything else is stated.

9. If Drophouse decides to terminate an agreement, Drophouse is entitled to compensation. Drophouse's damages are set at at least 15% of the invoice value of the home sold or 15% of the invoice value of the performance performed or to be performed by Drophouse on the basis of the dissolved agreement, without prejudice to Drophouse's authority to determine its actual damage if this occurs. amounts to more than that, to be claimed from the client.

10. All judicial and extrajudicial costs incurred by Drophouse to collect amounts owed by the client will be borne by the client. The extrajudicial costs are set at 20% of the amount due with a minimum of € 100 excluding VAT, without prejudice to Drophouse's right to claim the actual costs if they are higher.

11. Drophouse is entitled to offset all due and payable claims of the client against Drophouse with all claims against the client of Drophouse that can be valued in money.

Article 13: Applicable law and choice of forum

1. Dutch law applies to all agreements between Drophouse and the client.

2. All disputes arising from the agreements between Drophouse and the client and which do not fall within the jurisdiction of the subdistrict court judge, must in the first instance be submitted to and adjudicated by the court in Amsterdam.

Article 14: Privacy clause

1. The personal data stated on an order form are processed within the meaning of the General Data Protection Regulation (GDPR). Based on this processing, Drophouse can provide the client with optimal service, provide him with up-to-date product information in a timely manner, make him personalized offers and fulfill the warranty obligations towards him.

2. Client has a right of access and correction with regard to the data. Any objection lodged by the client with Drophouse against processing for direct mailing activities will be honored. For this purpose, the client can contact Drophouse B.V., Hogeweg 64A, 2042 GJ Zandvoort.

3. In addition, the data is made available to third parties in the context of product information, (direct) marketing activities and other (service) services, including suppliers of parts and technical installations, its affiliated companies, as well as its sales organization.