General Terms and Conditions of Ecocabins B.V.

as filed with the Registry of the District Court of Amsterdam

Concepts:

In these general terms and conditions, the following definitions shall apply:
1. EcoCabins: the private company with limited liability EcoCabins B.V., registered in the trade register of the Chamber of Commerce under number 71519262, having its registered office in Amsterdam, and holding its office at Klimopweg 2, 1032 HZ in Amsterdam.
2. Client(s): the natural or legal person, who issues the order for delivery of the good(s) or requests a quotation for that purpose.
3. Housing(s): Tiny Houses or compact, smart, and movable houses. Tiny Houses may be movable (delivery without lot/soil) or immovable (delivery with lot/soil) property where appropriate.

Article 1: General

4. These general terms and conditions apply to all quotations and contracts issued and concluded respectively by the private limited liability company EcoCabins B.V., hereinafter referred to as: EcoCabins.
5. The present general terms and conditions shall apply to all subsequent offers and agreements, issued respectively concluded with the same client, regardless of whether they are related to or follow from offers already made or agreements already concluded.
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 shall remain inapplicable.
7. If one or more provisions of these general terms and conditions should at any time be void or nullified in whole or in part, the other provisions of these general terms and conditions shall remain fully applicable. EcoCabins and the customer will in that case try to agree in consultation on new provisions to replace the void or nullified provisions, taking into account as far as possible the purpose and meaning of the original provisions.
8. EcoCabins is entitled to amend these terms and conditions at any time. An amendment may also be declared applicable to contracts concluded before the amendment if and insofar as the amendment does not limit the rights which customers may derive from the contract(s) in question. An amendment may be limited to one or more particular (categories of) agreements.
9. EcoCabins shall exercise due care in the performance of concluded contracts, taking into account the interests of its customers to the best of its ability.

Article 2: Quotations

1. All EcoCabins' quotations are non-binding unless expressly stated otherwise in the quotation, in which case the quotation has a validity of one month.
2. Illustrations, shape, design, drawings, color, statements of capacities and further descriptions are as accurate as possible but not strictly binding on EcoCabins. Minor deviations are permissible, while in the event of interim model changes EcoCabins is entitled to supply the modified model. EcoCabins is also entitled, without the prior knowledge or knowledge of the customer, to make technically necessary modifications to models of housing, technical installations and/or components sold by EcoCabins or offered for repair.
3. A contract is concluded only if EcoCabins has confirmed in writing to accept the client's offer or order.
4. Verbal commitments by and agreements with EcoCabins employees do not bind EcoCabins unless those employees have a power of attorney to do so or the agreement is confirmed in writing by EcoCabins management.
5. If no agreement is concluded then user shall be entitled to charge the client for the costs involved in making the offer, if and insofar as this has been agreed upon in writing before the offer was made.
6. All quoted prices are exclusive of sales tax and/or transfer tax, unless expressly stated otherwise.
7. The client guarantees the data, specifications, calculations and the like provided by him.
8. The customer indemnifies EcoCabins against all claims by third parties based on infringement of intellectual property rights arising from the data, models, images, etc. provided by the customer that are brought against EcoCabins.

Article 3: Drawings and calculations

1. Drawings, technical descriptions, designs, and calculations prepared by EcoCabins or on its behalf by an external designer remain the property of EcoCabins. They may not be made available or shown by the customer to third parties with a view to obtaining a similar offer or contract, or to obtaining any advantage for himself and/or third parties. If no contract is concluded, these documents must be returned immediately, carriage paid. EcoCabins reserves all intellectual property rights relating to these items.
2. However, subject to the provisions of this article, the client shall have free disposal of the data referred to in the first paragraph, regardless of the form in which they are recorded, if he has agreed in writing on a fee for this purpose and this fee has been paid, or - in the event that such a fee has not been agreed on - if a fee is still agreed in writing.
3. Data on manufacturing and/or construction methods, to which copyright applies, or in respect of which a designer referred to in the first paragraph has made a reservation, may not be used, copied, shown or disclosed by the client to third parties, unless written permission has been granted.
4. EcoCabins may claim compensation for damages resulting from the violation of the provisions of this article.

Article 4: Price and price adjustment

1. All agreed prices are exclusive of any sales tax (VAT) and/or transfer tax due thereon, and are further based on the taxes, levies, wages, social charges, material and raw material prices and other costs, as in effect on the date of written quotation.
2. EcoCabins reserves the right to increase the agreed prices if, after the conclusion of the contract but before the time of its performance, changes in one or more cost price factors give rise thereto.
3. EcoCabins shall notify the customer in a timely manner in writing if and insofar as it exercises the right to make price changes referred to above. EcoCabins shall then, if the price change results in a price difference from the agreed price of more than ten percent (10%), terminate the contract at the customer's written request.
4. Unless expressly agreed otherwise, all prices shall be stated in Dutch currency.
5. All agreed prices are exclusive of transportation or packaging costs.

Article 5: Establishment of the agreement.

1. The agreement is established by a written order to deliver the good based on the quotation.
2. If the client places an order with EcoCabins in deviation from the quotation prepared by EcoCabins, the client must clearly communicate the deviation from the quotation to EcoCabins.
3. If the client gives an order in writing, the client's order, subject to the provisions of paragraph two, is deemed to accurately reflect the content of what has been agreed, unless EcoCabins notifies the client of its objections to the representation of the content within 10 days of receipt of the order.
4. The provisions of the first three paragraphs shall apply mutatis mutandis to amendments and additions to the agreement or further arrangements.

Article 6: Delivery and risk

1. To determine the delivery time, a specific date, or a specific time, or a period of time shall be stated in the agreement for the delivery.
2. Delivery shall take place in case of movable property at the time of actual delivery, and in case of immovable property at the time of notarized delivery.
3. EcoCabins reserves the right to deliver all or part of the good to be supplied by it before the agreed time. The above on the understanding that the user notifies the customer of this in writing in advance.
4. The customer shall ensure that the means of transport engaged by EcoCabins can reach the unloading site properly and over a properly passable and accessible terrain, or over water, as well as that sufficient space is available for delivery.
5. The client is obliged to take delivery of the good at the time of offer.
6. If the customer does not take delivery of the goods, does not take delivery on time or does not take delivery at the agreed place because the customer does not provide the necessary cooperation or because any other obstacle arises on its part, the customer is legally in default and EcoCabins is entitled to transport the goods from the place and from the time when delivery is due to take place to and store them at the customer's expense and risk at a place to be determined by EcoCabins. EcoCabins shall then be entitled to compensation for the loss it has suffered. This compensation shall amount to at least 50% of the net invoice amount, without prejudice to its right to claim compensation for the excess.
7. If the goods are not taken over by the customer within 3 months of the offer for delivery, EcoCabins is entitled to dissolve the contract under which the delivery takes place without judicial intervention and to sell or take back the goods to be delivered. The customer shall then owe compensation in the amount of lost profit and all costs incurred in this regard. This compensation shall amount 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 total or partial destruction of the goods to be delivered shall be borne by the client from the time of delivery or from the time and place where delivery is to take place under the agreement.
9. The specified period within which delivery is to take place is pursued by EcoCabins in all fairness and reasonableness, but is not binding.
10. Exceeding the specified deadline for delivery does not entitle the client to suspend its obligations under the agreement.
11. Exceeding the period within which delivery is to take place shall never result in EcoCabins' liability for direct or indirect consequences of the late delivery.
12. The costs related to the delivery of goods, which in any case also include the costs of transport, insurance, obtaining the necessary documents and permits, packaging, hoisting, loading and unloading shall be borne by the client, unless expressly agreed otherwise in writing.

Article 7: Packaging

1. The packaging remains the property of EcoCabins. The client must manage this packaging with due diligence.

Article 8: Retention of title

1. As security for the proper and full performance of the customer's obligations, EcoCabins reserves ownership of the delivered goods until such time as the customer has fulfilled its obligations. For this purpose, "obligations" means obligations in respect of the consideration due to EcoCabins concerning:
a. those delivered or to be delivered under this agreement
business;
b. the client's benefits under this agreement
work to be performed;
c. the claims for default of
this agreement.
2. If EcoCabins holds claims against the customer in respect of which a reservation of title has been made as well as claims against the customer in respect of which no reservation of title has been made, a payment by the customer shall first serve to pay the claim in respect of which no reservation of title has been made.
3. As long as ownership of the delivered goods has not passed to the client, the client is not permitted to transfer ownership, encumber or alienate the delivered goods under any title whatsoever.
4. As long as ownership of the delivered goods has not been transferred to the customer, the latter is obliged to hold the delivered goods for the customer with due diligence and as recognizable property of EcoCabins.
5. EcoCabins is entitled to take back the goods delivered under retention of title if and insofar as the customer defaults on any obligation to EcoCabins or, in EcoCabins' opinion, is in payment difficulties.
6. The client is obliged to insure the property for the duration of the reserved ownership and to keep it insured. The client hereby grants EcoCabins an irrevocable power of attorney to receive payments based on the insured hull risk on behalf of the client.
7. If third parties claim rights in respect of accommodation supplied by EcoCabins but not yet paid for (in full) by the customer, the customer must inform EcoCabins of this within 24 hours of becoming aware of it. EcoCabins will in that case be entitled to remove the accommodation in question from the customer's premises (or have it removed), to take it back and to place it elsewhere.

Article 9: Warranty

1. A warranty is granted by EcoCabins on delivered home(s) as stated on and under the terms of the warranty forms provided to the customer. In the event that no guarantee forms are provided, EcoCabins guarantees the soundness and agreed quality of the delivered good for a period of six (6) years from the time of delivery, and only if the customer demonstrates that the defect in the delivered good has been caused by faulty processing, construction or manufacture of the delivered good, or by EcoCabins's use of faulty materials, raw and auxiliary materials, as a result of which the dwelling becomes uninhabitable. On the understanding that the above warranty period applies only to the frame dwelling, and not to any household equipment and technical installations supplied with it. With regard to any household equipment and technical installations supplied with the home, a warranty period of 2 years applies, or the warranty period as issued by the relevant suppliers of these products.
2. Defects resulting in whole or in part from a method of processing prescribed by the client, or from a construction or manufacture prescribed by the client, or caused in whole or in part by a supplier, consultant, subcontractor or auxiliary person prescribed by the client, are not covered by the warranty.
3. Not covered by the warranty are defects that are wholly or partially due to:
- improper handling by the client;
- wear and tear (and associated maintenance work) which is not excessive given the use foreseeable for EcoCabins of the delivered good;
- use or processing of the delivered good 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 regulation;
- the injection of the property or parts thereof by means other than appropriate;
- the use of aggressive liquids or solvents;
- damage due to paint;
- damage resulting from puncturing or damaging products;
- damage resulting from temporary or permanent environmental impact or from air pollution;
- minor imperfections in workmanship that do not impair soundness;
- defects or damage resulting from improper repair/maintenance by third parties;
- Use of parts other than those supplied by EcoCabins;
- 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 conditions of war;
1. If the customer has made changes to the delivered good, or uses the delivered good 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, or the delivered good has not been repaired by a third party authorized by EcoCabins, the warranty shall lapse.
2. If and insofar as a supplier is bound to provide any form of guarantee to EcoCabins in respect of the goods delivered, the guarantee provided by EcoCabins shall never extend beyond the guarantee provided by that supplier.
3. EcoCabins is entitled to remedy the defect in the delivered good at its discretion by means of free repair.
4. Repair of the delivery under these warranty provisions does not extend the agreed warranty period.
5. During the period in which the customer fails to comply with any obligation incumbent on it under this or any other contract related to it, EcoCabins is not obliged to provide any guarantee.
6. Any liability to the client in respect of a defective delivery shall at all times be limited to the warranty obligations set forth above.

Article 10: Liability

1. Without prejudice to the foregoing, in all cases EcoCabins' liability for all direct costs and damages, in any way related to or caused by an error or shortcoming in the performance of the contract, shall at all times be limited to the amount of the original invoice value, or the amount covered by the liability insurance taken out by EcoCabins and for which coverage is actually provided.
2. EcoCabins shall never be liable for any indirect costs and indirect damages, in any way related to or caused by an error or shortcoming in the performance of the contract.
3. EcoCabins is liable only for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption if and insofar as such damage is covered by its liability insurance and is paid out under the insurance policy in the case in question. The same applies in respect of injury and/or death damage that qualifies as consequential damage, unless EcoCabins has product liability for the damage in question, as regulated in Title 6.3 of the Civil Code or in the event of intent or deliberate recklessness on the part of EcoCabins' management.
4. The client shall indemnify EcoCabins against all claims by third parties for compensation for damage or otherwise, which are directly or indirectly, directly or indirectly related to the performance of the contract between EcoCabins and the client.
5. EcoCabins shall never be liable for any damage to or diminution in value of any property of the customer which EcoCabins or any person on its behalf has for safekeeping/repair/processing/under its care than up to the amount for which EcoCabins has insured itself for such damaging events and for which cover is actually provided.
6. The customer is liable for damage or loss of goods and tools unless the damage or loss is due to EcoCabins' gross negligence or intent.

Article 11: Force Majeure

1. If and insofar as EcoCabins is unable to perform its obligations under the contract or to perform them in full or on time or at the agreed place for reasons for which it cannot be held responsible, it is entitled to dissolve the contract in question, without judicial intervention and without being liable for damages, or to suspend the obligations under the contract in question for a maximum of six months. During the six-month suspension period, EcoCabins is entitled, and at the end of this period EcoCabins is obliged, to choose whether to perform or to dissolve the contract.
2. Causes not attributable to EcoCabins include any unforeseeable stagnation in the regular course of business in the company of EcoCabins or in the company of a third party from which EcoCabins procures goods or services, as well as apparent changes since the conclusion of the contract in the actual circumstances which directly or indirectly influence the cost price factors or delivery possibilities.
3. Causes not attributable to EcoCabins include:
- (Civil) war and insurrection, including outside the Netherlands, full or partial mobilization;
- epidemics;
- fire and other disturbances at the company of EcoCabins and/or its suppliers;
- change in factors that help determine the prices charged by EcoCabins;
- cessation of production of the model home sold;
- transportation difficulties, strikes or other collective actions, stoppages, lockouts;
- theft or embezzlement from the warehouses or factories of EcoCabins and/or its suppliers, including larceny and/or damage and/or loss of any dwelling(s) given in repair or storage and/or during transportation and similar circumstances and events;
- non-delivery or late delivery to EcoCabins by its suppliers;
- failure to perform, or to perform on time, any work subcontracted by EcoCabins to third parties;
- import and export bans;
- measures taken by Dutch and/or foreign governmental bodies, which make the performance of the agreement more difficult and/or costly than could have been foreseen at the time the agreement was concluded;
- as well as any (other) circumstance hindering the normal course of EcoCabins' business, as a result of which performance of the contract cannot reasonably be required of EcoCabins.
4. If one of the above-mentioned circumstances occurs, EcoCabins shall notify the customer as soon as possible, submitting the available supporting documents.

Article 12: Payment

1. All payments shall be received by ecoCabins no later than 8 days after the invoice date, without any right to discount or setoff, including in bankruptcy, by deposit into a bank account designated by EcoCabins.
2. If the customer fails to pay within the period specified above, or within the further agreed period, he is in default by operation of law and EcoCabins is entitled, without any further summons or notice of default, to charge the customer the statutory interest (Section 6:119 of the Civil Code), plus 3%, calculated from the invoice date.
3. All costs incurred by EcoCabins as a result of the customer's non-performance, late performance or improper performance of any of its obligations under this contract shall be borne by the customer. These costs include the costs of summons, termination, collection and bailiff, as well as the costs of counsel/attorney and attorney, and all other extrajudicial and judicial costs. These costs are set by EcoCabins and the customer at a minimum of 10 % of the principal sum to be claimed. The customer shall be in default by the fact of non-performance or improper performance.
4. At EcoCabins' first request, which EcoCabins is entitled to do at any time, the customer shall make an advance payment or down payment, or provide any security required by EcoCabins for the proper performance of its obligations in a manner to be determined by EcoCabins. In the event that the customer is a natural person not acting in the exercise of a profession or business and a purchase contract is involved, the customer may be required by EcoCabins to make an advance payment or deposit of no more than half of the purchase price.
5. EcoCabins is authorized to retain any items that it holds or will hold in its possession from the customer or in connection with a contract concluded with him until payment in full of what the customer owes EcoCabins. By placing goods under the control of EcoCabins or having them placed under its control, the customer establishes a pledge thereon for all that it owes or will owe to EcoCabins. This includes in any case claims under contracts which have not yet been settled.
6. The Client shall be liable for storage fees, to be charged in accordance with the rate charged by EcoCabins or locally applicable rates, for as long as EcoCabins holds items pursuant to this article.
7. If the customer has not fulfilled his payment obligations, has not fulfilled them on time or only partially, or any other provision of the contract has not been fulfilled on time or in full, his goods are seized, a moratorium or bankruptcy is applied for, the customer ceases to operate his business or goes into liquidation, the customer leaves the Netherlands with permanent residence, or a third party levies an attachment against the customer or otherwise seeks recourse against the customer's assets, the customer shall be deemed to be in default by operation of law and the amount owed to EcoCabins shall become immediately payable, without any further summons or notice of default being required, irrespective of any earlier arrangements concerning payment, with interest equal to the statutory interest rate plus 3%, calculated from the invoice date, counting any part of a month as a whole month, on the amount owed by the customer. EcoCabins is then entitled to suspend performance of any other contracts or to dissolve any contract with the customer in whole or in part, at EcoCabins' sole discretion, without any obligation to pay compensation to the customer.
8. Each payment shall be deemed to be in the first place payment of any interest and/or costs due, and upon payment in full thereof, the payment shall be deemed to be payment of the oldest outstanding invoice, whether or not anything else is expressly stated with the payment.
9. If EcoCabins proceeds to dissolve a contract, EcoCabins shall be entitled to damages. EcoCabins' damages are thereby set at at least 15% of the invoice value of the property sold or 15% of the invoice value of the performance carried out or to be carried out by EcoCabins under the terminated contract, without prejudice to EcoCabins' right to claim from the customer its actual damages if they amount to more.
10. All judicial and extrajudicial costs incurred by EcoCabins in order to collect sums owed by the customer shall be borne by the customer. The extrajudicial costs are set at 20% of the amount owed with a minimum of €100, excluding VAT, without prejudice to EcoCabins' right to claim the actual costs if these are higher.
11. EcoCabins shall be entitled to offset all due and payable claims of the client against EcoCabins against all monetizable claims against the client from EcoCabins.

Article 13: Applicable law and choice of forum

1. All contracts between EcoCabins and the client are governed by Dutch law.
2. All disputes arising from the contracts between EcoCabins and the customer which do not fall within the jurisdiction of the subdistrict court must in the first instance be brought before and adjudicated by the district court in Amsterdam.
Article 14: Privacy clause
1. Personal data provided on an order form are processed within the meaning of the General Data Protection Regulation (GDPR). On the basis of this processing, EcoCabins can provide the customer with an optimal service, provide him with up-to-date product information in a timely manner, make him personalized offers and fulfill warranty obligations to him.
2. The customer has a right to inspect and correct data. Any objection lodged by the customer with EcoCabins against processing for direct mailing activities will be honoured. To this end the customer may address itself to EcoCabins B.V., PO Box 37700, 1030 BG Amsterdam.
3. In addition, the data are made available to third parties in the context of product information, (direct) marketing activities and other (service) services, including suppliers of components and technical installations, its affiliated companies, as well as its sales organization.
Article 15: Final provisions
1. These general terms and conditions have been filed with the District Court of Amsterdam.
2. The last filed version or the version valid at the time the legal relationship with the client was established shall always apply.
3. The Dutch text of the general conditions is always decisive for its interpretation.

January 2020