Terms and Conditions

2.1 These General Terms and Conditions apply exclusively to all offers and quotations made by Seller to Buyer and to all agreements between Seller and Buyer - of whatever nature - and all (other) legal acts, legal relationships and agreements which may or may not result therefrom or be related thereto. The applicability of Buyer's general terms and conditions is expressly excluded and rejected.

2.2 Seller has the right to amend and/or supplement these General Conditions at any time. Seller shall notify Buyer in writing of any material change at least one month before the relevant change or addition becomes effective. Unless Buyer objects in writing within two weeks from the date the written notice is sent, Buyer shall be deemed to have tacitly agreed to the amendment or addition. Any purchase and other terms and conditions of Buyer shall apply only if it has been expressly agreed in writing with Seller that they shall apply to the agreement to the exclusion of these General Terms and Conditions.

2.3 In the event of nullity of one or more provisions of the General Conditions or part thereof, the remaining provisions shall remain in force.

3.1 All offers, quotations, quotations and the like issued by Seller are without obligation, unless the contrary has been expressly indicated in writing by Seller. Offers, quotations, quotations and the like shall include price lists, brochures and other data provided.

3.2 The (purchase) agreement is concluded if an order is placed by the Buyer with the Seller and this order is accepted by the Seller. Placing an order is free of form. Acceptance of an order is effected by written or electronic (by e-mail) confirmation of the order to Buyer by an authorized person on behalf of Seller or by delivery to Buyer of that which is included in the order. If the agreement is concluded by unauthorized representation of Seller, any consequences thereof shall be for the account and risk of Buyer.

3.3 Buyer warrants that the person placing an order on behalf of Buyer is authorized to enter into the agreement with Seller. Buyer shall have no recourse against Seller for unauthorized representation.

3.4 Cancellation of an agreement is not possible unless Seller consents to it in writing and the goods in question have not yet been delivered. Seller is entitled to attach further conditions to the consent. Termination shall not affect Buyer's payment obligations for services already rendered and costs already incurred.

3.5 Changes and additions to agreements are only effective if they are expressly agreed upon in writing between Seller and Buyer

3.6 An obligation to deliver arises for Seller only after acceptance of an order as provided in Article 3.2 of these General Conditions and without prejudice to the provisions of Article 13 of these General Conditions.

4.1 Design drawings, work and detail drawings, models, computer software, photographic recordings, samples, designs, logos, specified dimensions, quantities, designs, colors, materials, technical specifications and/or other materials and data relating to the goods offered by Seller provided by Seller to Buyer are only approximate descriptions of the goods. Seller therefore does not guarantee the accuracy and completeness of these materials and data.

4.2 Seller is not liable with respect to Buyer's use of the aforementioned materials and data, unless otherwise expressly agreed in writing.

4.3 The materials and data referred to in this Article, or any rights thereto, shall remain the property of Seller. At Seller's first request, Buyer shall return the aforesaid materials and data to Seller at its own expense.

4.4 All Intellectual Property Rights vested in, contained in or arising from the materials and data referred to in this Article (shall) remain with Seller and/or its licensors. Nothing in these Terms and Conditions is intended to transfer any Intellectual Property Rights to Buyer.

4.5 Buyer may only use the materials and data referred to in Article 4 in the context of the performance of the agreement. Without prejudice to the foregoing, none of the goods or the materials and data referred to in Article 4 may be made available for inspection or handed over to third parties, whether or not for reuse, without the Seller's prior written consent. Buyer warrants that this obligation is also imposed on all of its employees and it is responsible for compliance therewith.

5.1 The design drawings, work and detail drawings, computer software, models, photographic recordings, samples, designs, logos, stated dimensions, quantities, designs, colors, materials, technical specifications and/or other materials and data provided by Buyer to Seller are assumed by Seller to be adequate, correct and complete, without Seller being obliged to any further investigation.

5.2 Buyer shall indemnify Seller against all damages and costs related to any claim, in and/or out of court, from third parties, who claim that an Intellectual Property Right, or any other right of those third parties, has been infringed by use of the materials and data referred to in this Article by Seller.

6.1 The goods will be delivered by the Seller at or sent for delivery to the agreed place or places in the manner stipulated in the order or (subsequently) agreed in writing.

6.2 Unless otherwise expressly agreed in writing, transport shall be at the Buyer's expense and risk.

6.3 The Buyer is obliged to take delivery of the goods at the agreed place(s) at the moment that the Seller delivers them to him or has them delivered, or at the moment at which they are made available to him in accordance with the agreement. If the Buyer fails to do so, the resulting damage and costs will be at its expense.

6.4 Seller shall make every effort to package the goods properly and conveniently.

7.1 Seller shall endeavor to deliver the goods at the time(s) or immediately after the end of the delivery period(s) specified in the order. If a delivery period has been agreed upon, it shall commence on the date on which Seller has accepted the order in writing. If a delivery period is exceeded, the Seller shall be entitled, without being liable for any compensation, to deliver the goods at the latest 20 working days after the end of the delivery period.

7.2 When ordered items are available to Buyer but not accepted by Buyer, Seller shall be entitled at its option and without notice of default being required:

• It will deliver goods by written notice to Buyer, in which case the goods will be stored with Seller or with the carrier from the time that notice is sent, at Buyer's expense and risk, including the risk of deterioration.
  

• Either to dissolve all or part of the agreement with Buyer in the manner set forth below in Article 10 and to sell and deliver the goods to (a) third party(ies). The Buyer shall be liable for all damage suffered by the Seller as a result.

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7.3 If a third party objects to delivery by Seller, Seller shall, without prejudice to the foregoing, be entitled to suspend and/or immediately discontinue such delivery and to demand compensation from Buyer for costs incurred and damages, without Seller being liable to pay any compensation to Buyer.

7.4 If, in the case of delivery on call, no payment terms have been set for call-off, the Seller shall be entitled to full payment of the total order three months after ordering.

7.5 In the case of delivery on call, the Buyer undertakes to the Vendor to call up the total quantity of the goods ordered by the Buyer within three months of placing the order. The goods not called within this period will be stored with the Seller or the carrier for a maximum period to be specified by the Seller, at the expense and risk - including the risk of deterioration in quality and value - of the Buyer. Article 9.1 applies mutatis mutandis.

After expiry of the maximum storage period indicated by the Seller, the Seller is entitled, at its own discretion and without notice of default being required, to dissolve all or part of the agreement with the Buyer in the manner indicated below in Article 10 and to sell and deliver the goods to (a) third party (parties). In that case the Buyer shall be liable for all damage suffered by the Seller as a result.

8.1 All prices offered by Seller to Buyer are net and exclusive of sales tax, insurance and transport costs unless explicitly stated otherwise. Seller is entitled to change the prices offered at any time prior to the conclusion of the agreement referred to in Article 3.2.

8.2 The Seller shall be entitled to change the price after the conclusion of the agreement if the price increase is due to any of the following factors: i) increases in taxes or other government levies and/or duties, ii) changing exchange rates, iii) increases in wages, transport costs and/or purchase prices. In such a case, the Buyer shall always be entitled to rescind the contract within 14 days of being notified in writing of the price change in accordance with Article 10, without any obligation on the part of the Seller to pay any damages.

8.3 Seller is entitled, if the invoice amount of a delivered batch is less than 250 Euro, to charge a surcharge excluding sales tax for administration costs.

8.4 Seller shall be entitled to invoice prior to delivery and request full or partial payment. Payment shall be made within 30 days of the invoice date unless otherwise indicated on the invoice. Payment may also be required for partial deliveries. Seller shall at all times be entitled to suspend delivery until Buyer has made a down payment.

8.5 If the Buyer has not paid the amounts due in full within the agreed period, he shall be in default after the expiry of this period - or 30 days after the date of the invoice - without any notice of default being necessary. In that case:

a) the Buyer shall owe interest on the outstanding amount at the statutory commercial interest rate pursuant to Article 6:119a of the Dutch Civil Code from the date on which the amount owed becomes due and payable until the time of payment; and

b) all costs incurred by the Seller, such as procedural and extrajudicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with the late payment shall be borne by the Buyer. The extrajudicial costs (also minimum costs) shall be calculated on the basis of the BesluitNormering Incassokosten.

All this without prejudice to Seller's other remedies under these General Terms and Conditions and/or applicable law, including the right to damages.

8.6 In the event that all or part of Seller's legal claims for payment are upheld, Buyer shall reimburse Seller for all litigation costs incurred by Seller, including the costs of legal assistance, including any amounts not awarded by the court, unless Seller is the only party ordered to pay the litigation costs.

8.7 Payments made by Buyer shall always serve to pay all interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if Buyer states that the payment relates to a (later) invoice.

8.8 Buyer is not entitled to suspend its payment obligations unless it has been confirmed by Seller that Buyer's complaints regarding an invoice are well-founded and these complaints affect the amount of the invoice. Buyer is not entitled to set off.

8.9 All deadlines mentioned in this article are deadlines within the meaning of Art. 6:83(a) of the Dutch Civil Code.

9.1 Without prejudice to the provisions of these terms and conditions, all goods delivered by Seller at any time shall remain Seller's property until payment by Buyer cancels all Seller's claims against Buyer that fall within the scope of Article 92 of Book 3 of the Dutch Civil Code, for whatever reason and irrespective of the claimability, including interest and costs. Prior to full payment, the Buyer is not authorized to pledge the goods to third parties or to transfer possession thereof, except for the goods delivered by the Seller that the Buyer transfers in the ordinary course of its business. In the event of a breach of this, as well as in the event of full or partial applicability of Article 10 of these General Terms and Conditions, the Seller shall be entitled to repossess all goods delivered by the Seller or to have them repossessed from the place where these goods are located, without any authorization from the Buyer or the court being required. In addition, any claim of the Seller shall then become immediately due and payable in full.

9.2 Buyer is obliged to keep the goods delivered under retention of title with due care and as recognizable and distinctive property of Seller. The Buyer is obliged to insure the goods for the duration of the retention of title against fire, water and explosion damage as well as theft and to make the policies of these insurances available to the Seller for inspection on demand.

9.3 In the event that Seller wishes to exercise its rights mentioned in paragraph 1, Buyer hereby gives unconditional and irrevocable permission to Seller or a third party to be appointed by Seller to enter all those places where Seller's property is or may be located, and to take possession of that property. Any costs resulting from this shall be borne by the Buyer.

9.4 If the Buyer's financial position and/or payment record gives cause to do so in the Seller's judgment, the Seller is entitled to demand that the Buyer immediately provide security for first or subsequent deliveries in a form to be determined by the Seller and/or that the Buyer make an advance payment. If the Buyer fails to provide the required security, the Seller shall be entitled, without prejudice to its other rights, to immediately suspend the further performance of the agreement or to dissolve it without itself being liable to pay any compensation to the Buyer, and all that the Buyer owes the Seller for whatever reason shall become immediately due and payable.

10.1 Dissolution of the agreement can only be done in writing. Dissolution of the contract on the grounds of attributable failure due to the expiry of a fatal deadline is possible immediately after the expiry of this deadline. In any other case where there has not yet been a default, dissolution shall only be permitted after a written notice of default which is as detailed as possible and which sets a reasonable deadline for performance.

10.2 In the event that Buyer or Seller has been or is threatened with suspension of payment, the Buyer or Seller's bankruptcy is filed for, he is declared bankrupt, he discontinues his business, or it is decided to dissolve the legal entity, or the Seller or Buyer receives information indicating with reasonable certainty that the Buyer or Seller will probably not be able to meet its obligations, the Seller or Buyer is entitled to dissolve all agreements existing at that time wholly or partially by registered letter with immediate effect without judicial intervention.

10.3 In the event of dissolution of the agreement, there will be no undoing of that which Seller has already delivered and the related payment obligation, unless Buyer proves that Seller is in default with regard to the essential part of that performance. Amounts that Seller has invoiced before the dissolution in connection with what Seller has already duly performed or delivered in performance of the agreement shall, subject to the provisions of the preceding sentence, continue to be owed in full and shall become immediately payable at the time of dissolution.

10.4 This termination may also extend, at the Seller's discretion, to goods that have already been delivered under the same agreement, if these goods should have been delivered as a set according to that agreement (order confirmation). In the above-mentioned situation(s) the Buyer is authorized to return the goods to the Seller at its own expense and risk and to reclaim from the Seller any payments it may have made for those goods.

10.5 If Buyer fails to fulfill any obligation under any agreement with Seller, Seller shall be entitled to suspend all agreements existing between them at that time without judicial intervention, all without prejudice to Seller's other legal rights in such a case.

11.1 Buyer shall observe the regulations regarding the manner of storage and handling of the delivered goods. Buyer shall inspect the goods upon delivery or within 3 working days thereafter.

11.2 Complaints concerning deliveries by Seller must be made by Buyer in writing and directly to Seller within 5 working days after delivery, failing which the right to complain lapses and the delivery is deemed to have been accepted. This shall only be different if the Buyer can prove that it concerns a defect that was already present at the time of delivery but did not manifest itself until 3 working days after delivery and the defect could not reasonably have been detected or could not have been detected during the inspection referred to in paragraph 1 of this article. Complaints must be submitted in writing (or by e-mail) accurately stating the nature and basis of the complaints, including in any case dated photos showing the defects and submitting the packing slips (if known) and the relevant invoice number. The submission of a complaint shall suspend the obligation to pay with respect to the items in dispute. The Buyer shall send the defective goods, properly packaged, to Seller within 10 working days upon Seller's first request after submission of a claim.

11.3 If a complaint is well-founded, the Seller is obliged, at its own discretion, to repair the faulty goods or to replace them with other goods in accordance with the order, provided that the redelivery or repair takes place within a reasonable period after the validity of the complaint has been established. In that case the Buyer is not entitled to any compensation.

11.4 The Seller reserves the right to take into account any decrease in value with respect to the goods when determining the consequences of a justified complaint. The foregoing does not apply if the Buyer proves that the decrease in value is entirely attributable to the Seller.

11.5 Return shipments in connection with advertising, which are not preceded or accompanied by the information mentioned in the second sentence of paragraph 2, are not permitted. If Buyer nevertheless returns goods contrary to this rule, or returns goods unfounded, these will be held at Buyer's disposal at Buyer's expense and risk, insofar as they have not been refused by Seller, without any acknowledgement of the correctness of the possible warranty claim being derived from this. The costs of unfounded returns shall be borne by the Buyer.

12.1 Statements by or on behalf of Seller regarding the quality, composition, application possibilities, properties and treatment of delivered goods are indicative and only apply as a guarantee if they have been explicitly confirmed by Seller in writing in the form of a guarantee.

12.2 If during the warranty period Buyer performs or causes to be performed repairs or changes to the delivered goods without Seller's prior consent, the warranty obligation shall immediately lapse.

12.3 The Seller is not liable for any damage caused by a shortcoming, wrongful act or any other act of the Seller, except insofar as there is intent or deliberate recklessness on the part of the Seller personally or managerial subordinates belonging to the management of the Seller.

12.4 If despite the provisions of 12.3 any liability rests with Seller, this liability shall be limited to compensation for direct damage suffered by Buyer up to a maximum of the invoice amount for the relevant (partial) agreement or order. In no event, however, shall the total liability of Seller for direct damage, for whatever reason, exceed €50,000.

12.5 Direct damage is exclusively understood to mean:

a. reasonable costs that Buyer would have to incur to have Seller's performance comply with the agreement; however, this substitute damage will not be compensated if the agreement is dissolved by or at Buyer's request.

b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this agreement;

c.reasonable costs incurred to prevent or limit damage, insofar as Buyer demonstrates that these costs led to limitation of direct damage within the meaning of this agreement.

12.6 Barring intent or deliberate recklessness, Seller's liability for consequential damage is excluded. Consequential damage includes loss of profit and business interruption. The provisions of Article 12.4 apply accordingly.

12.7 A condition for the creation of any right to compensation is always that Buyer reports the damage in writing to Seller as soon as possible after its occurrence. Any claim for damages against Seller shall lapse by the mere lapse of 6 months after the knowledge of the damage/claim has arisen.By knowledge is meant: the moment that Buyer knew or should have known that there is damage.

13.1 Neither party shall be bound to fulfill any obligation if prevented from doing so due to force majeure.

13.2 Force majeure shall mean any circumstance, including but not limited to ice conditions, extreme weather conditions, terrorist attacks, flooding, legal restrictions, shortcomings of suppliers and auxiliary persons of Seller, strike, government intervention; including government measures also in case of pandemics such as but not limited to lockdowns, closing of factories and borders, delay in supply, export prohibition, riot, war, mobilization, transport impediments, defects in machinery, disruption in the supply of energy, import impediments, fire and all other circumstances beyond the control of the Seller or Buyer as a result of which the normal execution of the agreement cannot reasonably be required by the Seller or Buyer.

13.3 The party in which the force majeure occurs shall promptly notify the other party thereof in writing.

13.4 In the event of force majeure, the other party cannot claim any damages.

13.5 If a case of force majeure results in an agreed date or deadline being exceeded, including any back-delivery deadline of 20 working days, the other party shall have the right to rescind the relevant agreement in writing, without the rescinding party being liable to pay any damages as a result.

14.1 Non-faulty goods may be returned to Seller only with Seller's express written consent and in accordance with Seller's return instructions.

14.2 Unless otherwise instructed by Seller, Buyer shall send return shipments of non-faulty goods postage paid and accompanied by a written explanation. This explanation must in any case include the date on which the Buyer purchased the goods in question from Seller, as well as the date and number of the relevant invoice from Seller.

14.3 Crediting of returned items will only take place if the items in question are still suitable for sale, at Seller's discretion.

14.4 Without prejudice to the provisions of the previous paragraphs, credit will only be given on the condition that the returned goods are packed in their original, undamaged packaging and free of price and/or other identifying labels or stickers.

14.5 In the event of return delivery, Seller may, depending on the currentness and type of the returned item - at Seller's discretion - partially credit the net invoice amount.

14.6 Buyer shall remain liable for the amount remaining after credit unless otherwise expressly agreed between the parties in writing.

15.1 All disputes relating to an agreement or the execution of an agreement between Buyer and Seller, which cannot be solved in mutual consultation between the parties, will be submitted to the competent court in the district where Seller has its registered office. Seller is entitled, notwithstanding the above, to submit a dispute to the competent court in the district in which Buyer is established.

15.2 All agreements and legal relationships on other grounds between Buyer and Seller shall be governed by Dutch law, to the exclusion of the Vienna Sales Convention (CISG).

Filed with the Chamber of Commerce and Industry in Utrecht, under number 40478858,dated 18-01-2021.