Article 1 Validity of these terms and conditions.
1.1. These terms and conditions apply to all agreements entered into by SkateOn based in Rotterdam, hereinafter referred to as SkateOn.
1.2. Special provisions varying from SkateOn’s terms and conditions are only binding if they have been agreed in writing.
1.3. The work is performed either as work for hire or as contract work.

Article 2 Accepted work.
2-1 All tenders in respect of contracted work shall be made according to a simultaneously submitted complete description, possibly with drawing(s). Small dimensional deviations may not be an obstacle to payment or withdrawal of the order by the other party.
2-2 All work shall be performed according to the specified dimensions, drawing(s) and provisions of the agreement, with consideration of the provisions of paragraph 1 of this Article, if applicable.
2-3 SkateOn reserves the right to make minimal adjustments to the design during the execution of the order to promote the intended result if the design shows imperfection during execution.

Article 3 Offers.
3-1 All other offers and/or quotations are without obligation, unless expressly stated otherwise.
3-2 Verbal offers by SkateOn or its subordinates are not binding, unless they have been confirmed by D. Winkelman.
3-3 Unless otherwise agreed, SkateOn is obliged to maintain its offers for 30 days.

Article 4 Agreement.
4-1 The contract of purchase and sale of goods and performance of work first becomes binding on SkateOn by written confirmation.
4-2 Every contract entered into with SkateOn contains the resolutive condition that SkateOn will prove the client’s creditworthiness, at its sole discretion.
4-3 SkateOn is not bound by any data relating to the products offered, such as characteristics, measurements, weights and the like, or by any data contained in printed materials, drawings, illustrations and the like provided by SkateOn in its offers and are given in good faith. The customer is obliged to ensure that printed materials, drawings, images and the like are neither copied nor made available to third parties or that third parties are informed of their content.
4-4 The risk of errors and/or inaccuracies in orders not confirmed in writing shall be borne entirely by the client.

Article 5 General conditions of contract partners and/or third parties.
5-1 SkateOn only accepts the applicability of general terms and conditions of contract partners and/or third parties if they are expressly agreed in writing.
5-2 However, any applicability of the aforementioned general terms and conditions shall not affect the applicability of SkateOn’s general terms and conditions, unless they conflict with those general terms and conditions of contract partners and/or third parties.
5-3 General terms and conditions are only accepted by SkateOn under the above conditions and only apply to the transaction provided for that purpose. Subsequent transactions will not automatically be handled again through those purchase terms and conditions.

Article 6 Intellectual Property Rights.
6-1 SkateOn retains all intellectual property rights in all designs, images, drawings and models provided by SkateOn. Duplication, disclosure and copying are only permitted with SkateOn’s express written consent.
6-2 The designs, illustrations, drawings and models referred to in the first paragraph remain SkateOn’s inalienable property and must be returned immediately at its first request.
6-3 For each act performed in violation of this provision, the other party shall owe a fixed penalty of 10,000.00 euros, without prejudice to SkateOn’s right to claim full damages.

Article 7 Obligations of SkateOn.
7-1 SkateOn is obligated to perform the assigned work according to the terms of the agreement.
7-2 SkateOn accepts the assignment subject to the proviso, that the permits, exemptions, inspections and allocations required for the work, are granted in a timely manner.

Article 8 Obligations of the Principal.
8-1 The Principal shall ensure that SkateOn has timely availability:

1.1 About the data and approvals required for the design of the work (such as permits, exemptions and orders, etc.), if necessary in consultation with SkateOn.
1.2 About the terrain or area where the work is to be performed.
1.3 About sufficient opportunity for supply, storage and/or removal of building materials, materials and tools.
1.4 About drawings of the location of cables, pipes and conduits in the ground.
1.5 About safety personnel for work along roads.

8-2 The client is obliged to provide, without claiming compensation, water, gas, electricity, storage space for materials, etc., if these are present at or near the work.
8-3 If the client has reserved the delivery of certain materials and/or the execution of certain parts of the work to himself, he is liable for late delivery or late execution.
8-4 If the start or progress of the work is delayed by factors for which the client is responsible, the resulting damage and costs incurred by SkateOn may be charged to the client.

Article 9 Additional contingencies.
9-1 In all cases, SkateOn shall mean by “soil” or soil material, uncontaminated soil or soil material. All costs of leave, research, processing, etc. will be charged to the client, unless he has stated in advance in writing with the order that there is a chemical or other type of contamination. This statement must then be accompanied by one or more certified analyses.
9-2 If asbestos or other health-threatening substances are present or may be released during demolition or other work, the removal thereof does not fall within the scope of SkateOn’s quotation, unless the client has stated in advance in writing with the order that such substances are present, in which case the quantities and locations of the substances in question must also be stated.

Article 10 Cracking
10-1 Cracking in concrete is normal and insurmountable. SkateOn does not guarantee crack formation and does not recommend any action as repair of the crack(s) may lead to interference of the end-user while performing the intended activities. If desired, shrinkage seams can be applied by grinding into the concrete but this does not give a 100% guarantee that shrinkage cracks will still occur and these shrinkage seams may possibly hinder the end user due to the minimum disc width.
10-2 Dumping seams are necessary to divide the object into several segments/days and also serve as shrinkage seams.

Article 11 Subcontracting work to third parties.
The client authorizes SkateOn to have the order performed by a third party to be designated by him, at a time of his choosing.

Article 12 Down payment.
SkateOn is entitled to demand a down payment of at least 25% when entering into the agreement. If the agreement is terminated due to an attributable failure of performance on the part of SkateOn, the client is entitled to reimbursement of the down payment made, in addition to compensation for damages, as further stipulated in these terms and conditions, which in any case includes the statutory interest on the amount he has paid in advance.

Article 13 Prizes.
13-1 If after the time of the order, changes are made by the government or trade unions to wages, working conditions, or social provisions, each of the parties has the right to demand full settlement.
13-2 Unforeseen interim changes in raw material costs (think: steel, wood, EPS, concrete, fuel, etc.) due to force majeure (Art. 22) will be settled in full as additional work upon completion of the project.
13-3 If the price fluctuation exceeds 5% of the agreed transaction price, both parties are entitled to dissolve the agreement, unless this price fluctuation is the result of a change in the agreement or arises from a power to do so under the law.

Article 14 Materials.
14-1 All materials to be processed must be of good quality, suitable for their intended use and meet the specified requirements.
14-2 SkateOn shall give the client the opportunity to inspect the materials. The inspection must take place upon their arrival at the work (possibly on agreed samples) or at the first opportunity thereafter, provided that in the latter case the progress of the work is not jeopardized. SkateOn is authorized to be present or represented at the inspection.
14-3 The client is authorized to have the materials searched by third parties. The associated costs shall be at his expense. Materials made available by the client shall be deemed to have been approved.
14-4 The materials coming from the work, which the client has stated that he wishes to keep, must be removed from the work by him. All other materials will be disposed of by SkateOn, unless otherwise agreed, and may belong to SkateOn if so desired, if necessary subject to the obligation of a fair settlement.
14-5 Minor changes (e.g. minor model changes) of or to the materials supplied by SkateOn shall not constitute grounds for rejection.
14-6 If SkateOn will be placing one or more concrete objects on asphalt on assignment, the asphalt may be cut and removed so that the concrete can be anchored to the asphalt to promote connection to the asphalt and preserve the quality of the concrete.

Article 15 Modification of assignment.
15-1 Changes to the original order, of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could have been anticipated at the time of the quotation, shall be charged additionally by the client.
15-2 Changes in the execution of the order requested by the client after the order has been given must be communicated by the client to SkateOn in writing and in a timely manner. If the changes are given verbally or by telephone, the risk of implementation of the changes is borne by the client.
15-3 Changes made may result in the delivery time agreed upon for the changes being exceeded by SkateOn beyond its responsibility.

Article 16 Cancellation.
16-1 If the client cancels the order and/or refuses to take delivery of the goods, he is obliged to take delivery of and pay for the materials and raw materials already purchased by SkateOn, whether processed or unprocessed, at the cost price, including wages and social security charges, and is otherwise liable to SkateOn for full compensation for what has already been presented. The customer will also owe SkateOn as compensation the amount of 1/3 of the agreed price. The client is further required to indemnify SkateOn against claims from third parties as a result of the cancellation of the order and/or refusal of the goods.
16-2 Without prejudice to what is stated in the previous paragraph of this article, SkateOn reserves all rights to claim full performance of the contract and/or full damages.
16-3 The granting or non-granting of subsidies, financing and other unforeseen circumstances are never grounds for canceling orders, unless otherwise agreed in writing between the client and SkateOn.

Article 17 Completion deadlines.
17-1 The agreed delivery dates are not deadlines, unless expressly agreed otherwise. In the event of late delivery, the client must give SkateOn written notice of default.
17-2 The completion dates are set in the expectation that there will be no impediments for SkateOn to take up performance of the work.

17-3 The specified terms shall commence upon receipt of any agreed advance payments and all permits, exemptions, approvals, and/or allocations, information, documents, any materials and the like to be provided by the customer or other parties and that the place where the work is to be performed is such, in SkateOn’s judgment, as to permit work to commence.

17-4 If ordered goods have not been taken by the client after the expiry of the delivery deadlines, such goods shall be stored at his disposal at his expense and risk.

Article 18 Completion.
18-1 The work is deemed to have been completed at the time SkateOn notifies the client in writing / verbally, or after the expiration of 7 days after SkateOn notifies the client in writing that the work is complete, and the client has failed to take up the work within that period or the client has put the constructed and/or executed work to use.
18-2 Minor defects will be remedied by SkateOn as soon as possible and cannot constitute grounds for withholding approval by the client. With the exception of the repair of the minor defects referred to above, SkateOn is only obliged to repair as soon as possible defects notified to it in writing within 30 days of delivery. The costs associated with this work shall be borne by the client, unless the cause is attributable to SkateOn.
18-3 If a certain date of delivery is agreed upon, it will be automatically postponed if stagnation occurs, which cannot be attributed to SkateOn, such as additional work, unworkable weather, strike, lockout, war, danger of war, or other special circumstances, as mentioned in the article ‘Force Majeure‘.

Article 19 Applicable law.
All contracts entered into and/or acts performed by SkateOn are governed exclusively by Dutch law.

Article 20 Complaints.
20-1 Immediately after delivery or completion of the work or goods, the client is obliged to inspect them thoroughly for defects and, if any are found, to inform SkateOn immediately in writing.

20-2 If the client does not point out any defects to SkateOn within 8 days of the day of delivery or completion, which could have been observed on close examination, the client is deemed to have agreed to the condition in which the goods purchased were delivered or completed, and any right to complain shall lapse.

20-3 SkateOn must be given the opportunity to verify claims submitted. Upon agreement, a written statement will be prepared for signature by both parties.

20-4 If the complaint is correct in SkateOn’s opinion, SkateOn will remedy the defects that have occurred. SkateOn will never refund and/or set off payments (already made or yet to be made) if not discussed in advance and recorded in writing.

Article 21 Liability.
21-1 SkateOn is not liable for any costs, damages and interest that may arise as a direct or indirect result of:
1.4 Force Majeure, as further defined in these terms and conditions;
1.5 Acts or omissions of the principal, his subordinates, or other persons employed by him or on his behalf;
1.6 Negligence of the client in the maintenance of the delivered items;
1.7 Damage to the goods supplied as a result of mechanical and chemical or biological influences from the outside, wood-damaging fungi, wood-damaging vermin and the like;
1.8 Any other external cause such as vandalism.

21-2 SkateOn is liable, insofar as its insurance covers this, or up to a maximum of the invoice value, for damage to the work, fittings, materials and equipment, as well as to the work and/or property of the client and/or third parties, insofar as caused by fault on the part of SkateOn or of those employed by SkateOn on the work(s) assigned to SkateOn.

21-3 In principle, SkateOn will not be obliged to compensate any loss of profits and/or consequential loss suffered by a client, depending on the nature of the fault.

21-4 Once materials, parts or tools required for the execution of the order have arrived at the work, the customer shall bear the liability for all risks and damages of any nature whatsoever that may arise to materials, installations, parts or tools, such as theft, fire, water damage or damage, without prejudice to the customer’s authority to prove that this is the result of negligence on the part of SkateOn.

Article 22 Force Majeure.
22-1 Extraordinary circumstances, including storm damage and other natural disasters, obstruction by third parties, obstruction of transport in general, full or partial strikes, riots, war or danger of war both here in the country and in the country of origin of the materials, lockouts, loss of or damage to goods in transport to SkateOn or the customer, non-delivery or late delivery of goods by SkateOn’s suppliers ex and import bans, full or partial mobilization, obstructive measures by any government, fire, breakdowns and accidents at SkateOn’s business or in the means of transport of SkateOn or in the means of transport of third parties, the imposition of levies or other government measures that entail a change in the actual circumstances, constitute force majeure for SkateOn, which relieves SkateOn of its obligation to deliver oror performance of work, without the customer being able to assert any right to compensation of any nature or however termed.

22-2 In these or such cases, SkateOn is entitled, at its sole discretion, to either cancel the contract of sale or contract to perform work or to suspend or modify it, respectively, until the extraordinary circumstances have ceased to exist, in which case the client is obliged to pay for any performance delivered.

Article 23 Guarantee.
Guarantee on the work delivered and/or performed by SkateOn is only granted if agreed in writing and/or given by SkateOn in writing. The warranty is granted only on any faults and/or defects in the composition of the materials and products supplied by SkateOn or in the work performed by it and extends only to the redelivery free of charge of the faulty goods or the redelivery free of charge of faulty work.

The warranty lapses if the goods supplied by SkateOn have been inexpertly treated and/or processed. If the warranty concerns work carried out by SkateOn, it lapses if the facilities and/or quality of the soil present are unsuitable or less suitable, as well as in the event of injudicious use by the client or third parties.

For sold and delivered goods with manufacturer’s or importer’s or wholesaler’s warranty, only the warranty conditions set by these suppliers apply.

All warranty claims shall expire after 60 months beginning on the date of completion.

Article 24 Retention of title.
24-1 As long as SkateOn has not received full payment on a contract from the parties relating to the performance of work or the sale/purchase (including any damages, costs and interest), the goods delivered shall remain the property of SkateOn.

24-2 SkateOn has the right to reclaim and take possession of these goods if the defaulting customer files for bankruptcy or is declared bankrupt, applies for or obtains a moratorium, is declared subject to a debt restructuring arrangement under the Dutch Natural Persons Debt Rescheduling Act, or all or part of his property or assets are attached.

24-3 All acts of disposition with respect to the sold and delivered goods, the client is prohibited, as long as he has not fulfilled his payment obligations.

Article 25 Default and rescission.
25-1 If the customer defaults on performance in any way, he will all be in default for this without any notice of default being required. Without prejudice to the provisions of the Civil Code, in the event of default SkateOn will be entitled to suspend its obligations under the contract entered into, to declare the contract as dissolved in whole or in part without judicial intervention, at its discretion.

25-2 The parties have the right to dissolve the agreement with immediate effect, without judicial intervention by registered letter if:

1.9 The other party fails to comply with one or more obligations arising from the agreement and after it has been granted a reasonable period in which to do so. SkateOn also has the right, at its discretion, to suspend performance of the agreement if the customer fails to comply with one or more obligations.

1.10 The other party files for bankruptcy or is declared bankrupt, applies for or obtains a suspension of payments, is declared subject to debt restructuring under the Dutch Natural Persons Debt Rescheduling Act, or all or part of its property or assets are attached.

1.11 The other party dies, goes into receivership or is dissolved.

1.12 The other party proceeds to strike or transfer its business or intends to leave the Netherlands.

25-3 If it invokes paragraph 2 of this article, SkateOn is entitled to claim any amount owed by the client on the basis of services already provided by SkateOn, without any warning or notice of default being required, in its entirety, all without prejudice to SkateOn’s right to compensation for costs and damage interests.

Article 26 Payment.
26-1 Payments, including those in installments, shall be made within 14 days of submission of the invoice, unless otherwise agreed in writing.

26-2 SkateOn is entitled, if payment of the amount due is not received by it within the specified period, to charge the client the statutory interest per month, calculated from the day the invoices are sent.

26-3 SkateOn is further entitled to claim from the client, in addition to the principal sum and interest, all costs, both judicial and extrajudicial, caused by the non-payment, including the costs of lawyer, attorney, fiduciary, bailiff and collection agency.

26-4 All judicial and extrajudicial costs to be incurred shall be borne by the client. The extrajudicial costs shall be calculated in accordance with the Voorwerk II report or, if this report is no longer up to date, in accordance with the rates which shall then be deemed reasonable by the Dutch Legal Practice Association. The extrajudicial costs will also be increased with all costs for legal advice and assistance.

26-5 The mere fact that SkateOn has secured the assistance of a third party demonstrates the size and obligation to pay extrajudicial costs.

26-6 Invoicing will take place on a monthly basis (before the end of the relevant month) as soon as an agreement is reached but never before SkateOn has commenced work on the order unless this is established in writing in advance.

Article 27 Disputes.
27-1 All disputes arising from the agreements concluded between the parties, including the mere collection of the amount due, shall be brought before the Civil Court of SkateOn’s place of business, if it so desires, insofar as the Civil Court is legally competent to do so.

27-2 However, the choice of forum mentioned in the previous paragraph does not affect SkateOn’s right to submit a dispute arising from a contract of construction to the Raad van Arbitrage voor de Bouwbedrijven in Nederland.

Article 28 Additional and less work.
28-1 The work shall include only that which has been agreed upon by the parties in writing.

28-2 The Client shall have the right to order changes therein before or during the execution of the work. Only additional work ordered as such and in writing will qualify for performance and settlement. The absence of a written order does not affect the principal’s claims to performance or SkateOn’s claims to settlement thereof, respectively, if and to the extent that it will be proved by other means that the additional work was ordered as such.

28-3 Costs to be incurred by SkateOn which find their cause beyond its fault may be charged to the client.

Version 001-01-05-2025