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GENERAL TERMS AND CONDITIONS OF THE PRIVATE COMPANY LIGHTSHINE CLEANING B.V.

Lightshine Cleaning B.V. trades under the names Lightshine Cleaning B.V. and Lightshine. It is registered in the register of the Chamber of Commerce under number 89950291, and is established and has its office in Monster (the Netherlands).

Article 1 – Definitions.

1. Lightshine Cleaning B.V.: the contractor and user of these general terms and conditions.
2. Customer: the other party of Lightshine Cleaning B.V., the client, the customer, the person (legal or natural person) with whom Lightshine Cleaning B.V. has entered into an agreement.
3. Parties: Lightshine Cleaning B.V. and customer jointly.
4. Agreement: the agreement between Lightshine Cleaning B.V. and the customer.

Article 2 – Applicability of general terms and conditions

1. These terms and conditions shall apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Lightshine Cleaning B.V.
2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
3. Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Article 3 – Offers and tenders

1. Offers and quotations of Lightshine Cleaning B.V. are without obligation unless expressly stated otherwise therein.
2. An offer or quotation is valid for a maximum of 1 month (and while supplies last), unless another acceptance period is mentioned in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders unless the parties have expressly agreed to this in writing.

Article 4 – Acceptance

1. Upon acceptance of an offer or quotation without obligation, Lightshine Cleaning B.V. reserves the right to withdraw the offer or quotation within 3 days after receipt of the acceptance (for whatever reason and without giving reasons), without the customer being able to derive any rights from this.
2. Verbal acceptance by the customer only binds Lightshine Cleaning B.V. after written (or electronic) confirmation by the customer.

Article 5 – Prices and Rates

1. All prices quoted by Lightshine Cleaning B.V. are in Euros, are exclusive of VAT and exclusive of any other costs such as other taxes, administration costs, levies, import duties, insurance, packaging, travel, shipping or transport costs, unless otherwise expressly stated or agreed between the parties.
2. All prices Lightshine Cleaning B.V. uses for its products or services on its website, in email correspondence or otherwise made known, Lightshine Cleaning B.V. may change at any time.
3. Increases in cost prices of products or parts thereof, which Lightshine Cleaning B.V. could not foresee at the time of making the offer or conclusion of the agreement, may result in price increases.
4. The Customer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3 of this article, unless the increase is the result of a legal regulation or otherwise follows from governmental/European policy.
5. The price related to a service and/or delivery will be determined by Lightshine Cleaning B.V. based on the actual hours spent / number of items.
6. The price is calculated according to the established (hourly) rates and unit prices of Lightshine Cleaning B.V., valid for the period in which it performs the work and/or delivery, unless a different rate or price has been agreed.
7. If the parties have agreed on a total price for a service and/or delivery by Lightshine Cleaning B.V., this is always a guide price unless the parties have expressly agreed in writing on a fixed price from which no deviation can be made.
8. Lightshine Cleaning B.V. is entitled to deviate up to 10% of the guide price.
9. If the guide price exceeds 10%, Lightshine Cleaning B.V. must notify the customer in a timely manner as to why a higher price is justified.
10. If the guide price is more than 10% higher, the client has the right to cancel the part of the order that exceeds the guide price increased by 10%.
11. Lightshine Cleaning B.V. has the right to adjust the prices according to reasonableness and fairness, considering price index, factory and supplier prices and other cost price factors.
12. Lightshine Cleaning B.V. has its rates transparent and can be requested by the customer at any time by means of a quotation.
13. The Customer has the right to terminate the agreement with Lightshine Cleaning B.V. if he/she does not agree with the price increase. Customer must notify Lightshine Cleaning B.V. in advance, namely 4 weeks before the first scheduled appointment for the service to be provided.

Article 6 – Payments and payment term

1. Lightshine Cleaning B.V. may require a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The customer must pay (the remainder of the) payments in arrears within 14 days after delivery of the service and/or product.
3. Payment deadlines are regarded as fatal payment deadlines. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he/she is legally in default without Lightshine Cleaning B.V. having to send the customer a written reminder.
4. Lightshine Cleaning B.V. reserves the right to make a delivery conditional upon immediate payment or to require security for the total amount of the services and/or products.

Article 7 – Consequences of late payment

1. If the customer does not pay within the agreed period, Lightshine Cleaning B.V. is entitled to charge an interest of 1% per month (unless the statutory interest rate or statutory commercial interest rate is higher, in which case the highest interest rate applies) from the day the customer is in default, whereby part of a month is counted as a whole month.
2. If the customer is in default, he/she shall also owe Lightshine Cleaning B.V. extrajudicial collection costs and possible damages.
3. The collection costs shall be calculated according to the Decree on Compensation for Extrajudicial Collection Costs.
4. All judicial and extrajudicial costs to be incurred shall be borne by the customer. The judicial costs include all actual costs of legal and procedural assistance incurred during legal proceedings.
5. If the customer does not pay on time, Lightshine Cleaning B.V. may suspend its obligations to the customer until the customer has fulfilled its payment obligation.
6. In case of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of Lightshine Cleaning B.V. against the customer are immediately due and payable.
7. If the customer refuses to cooperate or insufficiently cooperates with the execution of the agreement by Lightshine Cleaning B.V., he/she is still obliged to pay the agreed price to Lightshine Cleaning B.V.

Article 8 – Right of complaint

1. As soon as the customer is in default, Lightshine Cleaning B.V. is entitled to invoke the right of complaint regarding the unpaid products delivered to the customer.
2. Lightshine Cleaning B.V. shall invoke the right of complaint by written or electronic communication.
3. As soon as the customer is informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to Lightshine Cleaning B.V., unless the parties agree otherwise.
4. The costs for returning the products are for the account of the customer.

Article 9 – Right of suspension

Unless the customer is an individual consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 10 – Right of retention

1. Lightshine Cleaning B.V. may invoke its right of retention and, in this case, retain products of the customer until the customer has paid all outstanding invoices towards Lightshine Cleaning B.V., unless the customer has provided adequate security for these costs.
2. The right of retention also applies to previous agreements from which the customer still owes payments to Lightshine Cleaning B.V.
3. Lightshine Cleaning B.V. is never liable for any damages that the customer may suffer as a result of exercising its right of retention.

Article 11 – Settlement

In case the customer is also a supplier of Lightshine Cleaning B.V., the customer waives its right to set off a debt to Lightshine Cleaning B.V. against a claim against Lightshine Cleaning B.V.

Article 12 – Retention of title

1. Lightshine Cleaning B.V. remains the owner of all delivered products until the customer has completely fulfilled all his payment obligations towards Lightshine Cleaning B.V., pursuant to any agreement entered into with Lightshine Cleaning B.V., including claims for failure to perform.
2. Until such time, Lightshine Cleaning B.V. may invoke its retention of title and repossess the products/items.
3. Before ownership is transferred to the Customer, the Customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Lightshine Cleaning B.V. invokes its retention of title, the agreement will be considered dissolved and Lightshine Cleaning B.V. has the right to claim damages, lost profits and interest from the customer.

Article 13 – Delivery

1. The customer is obliged to accept the services and/or products at the moment Lightshine Cleaning B.V. will execute, deliver or have them delivered to him/her, or at the moment at which they will take place and/or be made available to him/her according to the agreement or arrangement.
2. Delivery of products will take place while stocks last.
3. Delivery of products takes place at the Lightshine Cleaning B.V. location, unless the parties have agreed otherwise.
4. Delivery of services takes place at the customer’s location, unless the parties have agreed otherwise.
5. Delivery of products ordered online takes place at the address specified by the customer.
6. Lightshine Cleaning B.V. is entitled to deliver the goods cash on delivery.
7. Lightshine Cleaning B.V. is entitled but not obliged to insure the purchased products on behalf of and for the account of the buyer.
8. If the agreed payment is not made or not made on time, Lightshine Cleaning B.V. is entitled to suspend its obligations until the agreed payment has been made.
9. Late payment is a creditor default, which means that the customer cannot hold a late delivery against Lightshine Cleaning B.V..

Article 14 – Delivery time

1. The delivery times given by Lightshine Cleaning B.V. are indicative and do not entitle the customer to rescission or compensation if exceeded, unless the parties have expressly agreed otherwise in writing.
2. The delivery time begins after the offer signed for approval by the customer to Lightshine Cleaning B.V. is confirmed to the customer by Lightshine Cleaning B.V. in writing or electronically.
3. Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Lightshine Cleaning B.V. is unable to deliver within 14 days after a written reminder to do so or the parties have agreed otherwise.

Article 15 – Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Article 16 – Transport costs

Transport costs shall be borne by the customer, unless the parties have agreed otherwise.

Article 17 – Packaging and shipment

1. If the packaging of a delivered product has been opened or damaged, the customer must, prior to receiving the product, have a note made of this by the forwarding agent or delivery person; this concerns defects for which Lightshine Cleaning B.V. cannot be held liable for any damage.
2. If the product is transported by the customer, he/she must report any visible damage to the product or packaging to Lightshine Cleaning B.V. prior to transport, this concerns defects for which Lightshine Cleaning B.V. cannot be held liable for any damage.

Article 18 – Insurance

1. The customer undertakes to adequately insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
o delivered items/property necessary for the execution of the underlying agreement
o items/property of Lightshine Cleaning B.V. which are present on the premises of the customer
o goods/property delivered under retention of title.
2. The customer will provide the policy of these insurances at the first request of Lightshine Cleaning B.V. for inspection.

Article 19 – Storage

1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs resulting from premature or delayed acceptance of products shall be borne entirely by the customer.

Article 20 – Execution of services

Although Lightshine Cleaning B.V. strives to execute all its services as well as possible, it does not bear any responsibility for this except in case of intent or gross negligence.

Article 21 – Warranty

1. When parties have entered into an agreement with a service character, it contains for Lightshine Cleaning B.V. only effort obligations, no result obligations.
2. The warranty on products applies only to defects caused by faulty manufacturing, construction or material.
3. The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or inexpert use by the customer and third parties, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the time they are legally and/or actually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.
5. Warranty period is 1 year.
6. The (technical) components of hygiene station are tested and matched to the composition of our disinfectant, which allows us to offer warranty. The client is free to choose other disinfectants, but if they are used, the warranty will expire because the ingredients of other agents can have adverse effects on the station.

Article 22 – Execution of the agreement

1. Lightshine Cleaning B.V. shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Lightshine Cleaning B.V. has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement shall take place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the responsibility of the customer that Lightshine Cleaning B.V. can begin the execution of the agreement in a timely manner and without impediments.
5. If the customer has not ensured that Lightshine Cleaning B.V. can begin the execution of the agreement on time and without hindrance, the resulting additional costs and/or additional hours shall be borne by the customer.

Article 23 – Provision of information by the customer.

1. The customer shall make all information, data and documents relevant for the correct execution of the agreement available to Lightshine Cleaning B.V. on time and in the desired form and manner.
2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and insofar as the customer so requests, Lightshine Cleaning B.V. shall return the documents in question.
4. If the customer does not, not timely or not properly provide the information, data or documents reasonably requested by Lightshine Cleaning B.V. and the execution of the agreement is delayed as a result, the resulting additional costs and additional hours are for the account of the customer.

Article 24 – Duration of the agreement

1. The agreement between Lightshine Cleaning B.V. and the customer is entered into for the duration of 12 months, unless something else follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.
2. If an agreement is entered into for a definite or indefinite period, then during the term of the agreement, a notice period of 1 month shall apply to each of the parties, and the agreement shall end by operation of law.
3. If the parties have agreed on a term for the completion of certain work within the term of the contract, this is never a deadline. If this term is exceeded, the customer must give Lightshine Cleaning B.V. written notice of default.

Article 25 – Intellectual property

1. Lightshine Cleaning B.V. retains all intellectual property rights (including copyright, patents, trademarks, drawings and models, etc.) on all machines, designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
2. The Customer may not copy, show and/or make available to third parties or use in any other way the said intellectual property rights without the prior written consent of Lightshine Cleaning B.V..

Article 26 – Penalty clause

1. If the customer violates Article 25 of these General Terms and Conditions, then for each violation he/she forfeits to Lightshine Cleaning B.V. an immediately payable fine. This fine amounts to € 1,000.
2. In addition, the customer forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues.
3. The forfeiture of this fine does not require prior notice of default or legal proceedings. Nor does it require any form of damage.
4. The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Lightshine Cleaning B.V. including its right to claim damages in addition to the fine.

Article 27 – Indemnification

The customer indemnifies Lightshine Cleaning B.V. against all third party claims related to the products and/or services provided by Lightshine Cleaning B.V..

Article 28 – Complaints

1. The customer must examine a product delivered or service provided by Lightshine Cleaning B.V. for any shortcomings as soon as possible.
2. If a delivered product or service does not fulfil what the customer could reasonably expect from the agreement, the customer must inform Lightshine Cleaning B.V. as soon as possible, but in any case within 8 days after discovering the shortcomings.
3. The customer must provide as detailed a description as possible of the shortcoming, so Lightshine Cleaning B.V. is able to respond adequately. The customer must demonstrate that the complaint relates to an agreement between the parties.
4. If a complaint relates to work in progress, this can in no case lead to Lightshine Cleaning B.V. being held to perform other work than agreed upon.
5. If the customer is dissatisfied with the service provided by Lightshine Cleaning B.V., the customer shall notify Lightshine Cleaning B.V. as soon as possible and the parties will make every effort to reach a solution without the intervention of third parties.
6. If the procedure described in this article does not lead to a sufficient solution, the customer can turn to Arbitration.

Article 29 – Notice of default

1. The customer must give notice of default in writing to Lightshine Cleaning B.V.
2. It is the responsibility of the customer that a notice of default actually reaches Lightshine Cleaning B.V. (on time).

Article 30 – Joint and several liability of the customer

If Lightshine Cleaning B.V. enters into an agreement which unites several customers, each of them shall be jointly and severally liable for the agreements contained therein and the full payments they owe Lightshine Cleaning B.V. under that agreement.

Article 31 – Liability of Lightshine Cleaning B.V.

1. Lightshine Cleaning B.V. is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness in the actions of Lightshine Cleaning B.V.
2. If Lightshine Cleaning B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. Lightshine Cleaning B.V. is never liable for indirect damage, such as consequential damage, lost profits, missed savings or damage to or suffered by third parties.
4. If Lightshine Cleaning B.V. is liable, this liability shall be limited to the amount paid out by a concluded (professional) liability insurance, and in the absence of (full) payment by an insurance company of the damage amount, the liability shall be limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 32 – Expiry period

Any right of the customer to compensation from Lightshine Cleaning B.V. expires in any case 2 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Civil Code.

Article 33 – Right of termination

1. The customer has the right to dissolve the agreement if Lightshine Cleaning B.V. imputably fails to fulfill its obligations, unless this failure, given its special nature or minor importance, does not justify the dissolution.
2. If the fulfillment of the obligations by Lightshine Cleaning B.V. is not permanently or temporarily impossible, then dissolution can only take place after Lightshine Cleaning B.V. is in default.
3. Lightshine Cleaning B.V. has the right to dissolve the agreement with the customer, if the customer does not fulfill its obligations under the agreement in full or in a timely manner, or if Lightshine Cleaning B.V. has knowledge of circumstances which give it good reason to fear that the customer will not be able to fulfill its obligations properly.

Article 34 – Force majeure

1. In addition to the provisions of Article 6:75 of the Civil Code, a shortcoming of Lightshine Cleaning B.V. in the fulfillment of any obligation towards the customer cannot be attributed to Lightshine Cleaning B.V. in a situation independent of the will of Lightshine Cleaning B.V., as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of Lightshine Cleaning B.V..
2. The force majeure situation referred to in paragraph 1 also includes, but is not limited to: state of emergency (such as (civil) war, revolt, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs that prevents Lightshine Cleaning B.V. from fulfilling one or more obligations to the customer, then those obligations will be suspended until Lightshine Cleaning B.V. can fulfill them again.
4. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Lightshine Cleaning B.V. shall not owe any (compensation) in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Article 35 – Amendments to the agreement

If after the conclusion of the agreement for its implementation it appears necessary to modify or supplement its content, the parties will timely and in mutual consultation adapt the agreement accordingly.

Article 36 – Amendment of general terms and conditions

1. Lightshine Cleaning B.V. is entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance may be made at any time.
3. As far as possible, Lightshine Cleaning B.V. will discuss major changes with the customer in advance.
4. Customers are entitled to terminate the agreement in case of a substantial change in the general terms and conditions.

Article 37 – Transfer of rights

1. Rights of the customer from an agreement between parties cannot be transferred to third parties without the prior written consent of Lightshine Cleaning B.V.
2. This provision is considered a clause with property law effect as referred to in article 3:83, second paragraph, Civil Code.

Article 38 – Consequences of nullity or voidability

1. If one or more provisions of these general conditions prove to be void or voidable, this will not affect the other provisions of these conditions.
2. A provision which is null and void or voidable will be replaced by a provision which comes closest to what Lightshine Cleaning B.V. had in mind when the conditions were drafted.

Article 39 – Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by Dutch law.
2. Any dispute between the customer and Lightshine Cleaning B.V. shall be submitted to the District Court of The Hague, place of session The Hague, unless otherwise required by mandatory law.

Drafted/modified February 14, 2024.