Table of Contents

1. Article 1 - Definitions
2. Article 2 - Applicability
3. Article 3 - Offers
4. Article 4 - Execution of the agreement
5. Article 5 - Delivery
6. Article 6 - Samples and models
7. Article 7 - Inspection and complaints
8. Article 8 - Fees, price and costs
9. Article 9 - Amendment of the agreement
10. Article 10 - Payment
11. Article 11 - Retention of title
12. Article 12 - Warranty
13. Article 13 - Collection costs
14. Article 14 - Suspension and dissolution
15. Article 15 - Return of provided items
16. Article 16 - Liability
17. Article 17 - Transfer of risk
18. Article 18 - Force Majeure
19. Article 19 - Indemnities
20. Article 20 - Intellectual property and copyright
21. Article 21 - Confidentiality
22. Article 22 - Non-Takeover of personnel
23. Article 23 - Disputes
24. Article 24 - Applicable law
25. Amendment, interpretation and location of the Conditions

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following meaning, unless explicitly stated otherwise:
• User: the user of the general terms and conditions
• Buyer: the counterparty of the user, acting in the exercise of a profession or business
• Agreement: the agreement between user and buyer

Article 2 - Applicability

1. The provisions of these general terms and conditions apply to every offer and every agreement between the user and a buyer to which the user has declared these conditions applicable, insofar as the parties have not explicitly and in writing deviated from these conditions.
2. These conditions also apply to all agreements with the user, the execution of which requires the involvement of third parties.
3. General terms and conditions of the buyer apply only if expressly and in writing agreed that they apply to the agreement to the exclusion of these terms. In that case, conflicting provisions in the terms of user and buyer will only apply if and insofar as they form part of the user’s terms.
4. If one or more provisions in these terms are null and void or annulled, the remaining provisions remain fully applicable. User and buyer will then consult to agree on new provisions to replace the invalid or annulled ones, while observing the purpose and scope of the original provisions as much as possible.

Article 3 - Offers and Quotations

1. All offers are without obligation, unless a period for acceptance is stated in the offer.
2. Quotations made by the user are without obligation; they are valid for thirty days unless stated otherwise. The user is only bound by the quotation if acceptance thereof by the buyer is confirmed in writing within thirty days.
3. Delivery times stated in the user’s quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless explicitly agreed otherwise.
4. Prices in offers and quotations are exclusive of VAT, other government levies, as well as shipping, transport, and packaging costs, unless explicitly stated otherwise.
5. If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by it. The agreement will not be concluded in accordance with the deviating acceptance, unless the user indicates otherwise.
6. A composite quotation does not oblige the user to deliver part of the items included in the offer or quotation for a corresponding part of the quoted price.
7. Offers or quotations do not automatically apply to repeat orders.

Article 4 - Execution of the agreements

1. The user shall execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship, based on the state of science known at that time.
2. If and insofar as proper execution of the agreement so requires, the user has the right to have certain work performed by third parties.
3. The buyer shall ensure that all data which the user indicates are necessary, or which the buyer should reasonably understand to be necessary for the execution of the agreement, are provided to the user in time. If such data are not provided in time, the user has the right to suspend execution of the agreement and/or charge the buyer for the additional costs resulting from the delay at the usual rates.
4. The user is not liable for damages of any kind if the user has relied on incorrect and/or incomplete data provided by the buyer, unless the user should have been aware of such inaccuracy or incompleteness.
5. If it has been agreed that the agreement will be executed in phases, the user may suspend execution of the parts belonging to a subsequent phase until the buyer has approved the results of the preceding phase in writing.
6. If work is carried out by the user or by third parties engaged by the user at the buyer’s location or at a location designated by the buyer, the buyer shall provide the facilities reasonably required by such employees free of charge.
7. The buyer indemnifies the user against any claims by third parties who suffer damage in connection with the execution of the agreement and which is attributable to the buyer.

Article 5 - Delivery

1. Delivery takes place ex works or from the user’s warehouse.
2. If delivery takes place on the basis of "Incoterms", the "Incoterms" valid at the time of conclusion of the agreement shall apply.
3. The buyer is obliged to take delivery of the items at the moment the user delivers them or has them delivered, or at the moment they are made available to him under the agreement.
4. If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the user is entitled to store the items at the buyer’s expense and risk.
5. If the items are delivered, the user is entitled to charge delivery costs, which will then be invoiced separately.
6. If the user requires data from the buyer in connection with the execution of the agreement, the delivery period commences after the buyer has provided such data to the user.
7. If the user has specified a delivery period, this is indicative. A stated delivery period is never a strict deadline. In case of exceeding a period, the buyer must give the user written notice of default.
8. The user is entitled to deliver the items in parts, unless otherwise agreed in writing or unless the partial delivery has no independent value. The user is entitled to invoice such deliveries separately.
9. If it has been agreed that the agreement will be executed in phases, the user may suspend execution of subsequent phases until the buyer has approved the results of the preceding phase in writing.

Article 6 - Samples and models

1. If a sample or model has been shown or provided to the buyer, it shall be presumed to have been provided only as an indication, without the item being required to correspond to it, unless it is explicitly agreed that the item will conform to it.

Article 7 - Inspection and complaints

1. The buyer is obliged to examine the delivered goods at the time of delivery, or as soon as possible thereafter. In doing so, the buyer must check whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements applicable in normal (commercial) practice.
2. Any visible defects or shortages must be reported to the user in writing within three days after delivery. Non-visible defects or shortages must be reported within three weeks after discovery, but no later than twelve months after delivery.
3. If a complaint is made in time as referred to in the previous paragraph, the buyer remains obliged to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this can only be done with the prior written permission of the user and in the manner indicated by the user.

Article 8 - Fees, price and costs

1. If the user has agreed a fixed sales price with the buyer, the user is nevertheless entitled to increase the price.
2. The user may pass on price increases, for example if significant changes occur between the time of the offer and execution of the agreement regarding exchange rates, wages, raw materials, semi-finished products, or packaging materials.
3. Prices applied by the user are exclusive of VAT and any other levies, as well as any costs to be incurred in connection with the agreement, including shipping and administration costs, unless otherwise indicated.

Article 9 - Amendment of the agreement

1. If during the execution of the agreement it appears that proper performance requires changes or additions to the work to be carried out, the parties shall timely and mutually adjust the agreement accordingly.
2. If the parties agree to amend or supplement the agreement, this may affect the time of completion of performance. The user shall inform the buyer of this as soon as possible.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the user shall inform the buyer thereof in advance.
4. If a fixed fee has been agreed, the user shall indicate to what extent the amendment or addition to the agreement will result in exceeding this fixed fee.
5. Notwithstanding the provisions above, the user may not charge additional costs if the amendment or addition is due to circumstances attributable to him.

Article 10 - Payment

1. Payment must be made within 14 days after the invoice date, in a manner to be indicated by the user and in the currency invoiced. Objections to the amount of the invoice do not suspend the payment obligation.
2. If the buyer fails to pay within 14 days, the buyer is legally in default. The buyer shall then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. Interest on the due amount will be calculated from the moment the buyer is in default until the moment of full payment.
3. In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, all claims of the user against the buyer are immediately due and payable.
4. The user has the right to apply payments made by the buyer first to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest.
5. The user may refuse an offer of payment without being in default if the buyer designates a different order of allocation.
6. The user may refuse full repayment of the principal sum if not accompanied by payment of accrued and current interest and costs.
7. The user may charge a 2% credit limitation surcharge. This surcharge is not payable if payment is made within 7 days after the invoice date.

Article 11 - Retention of Title

1. All goods delivered by the user, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the buyer has fulfilled all obligations arising from all agreements concluded with the user.
2. The buyer is not authorized to pledge or otherwise encumber the goods subject to retention of title.
3. If third parties seize goods delivered under retention of title, or wish to establish or assert rights on them, the buyer is obliged to inform the user thereof as soon as can reasonably be expected.
4. The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as theft, and to make the policy of this insurance available for inspection at the first request.
5. Goods delivered by the user that fall under the retention of title as referred to in paragraph 1 of this article may only be resold in the course of normal business operations and may never be used as a means of payment.
6. In the event that the user wishes to exercise his ownership rights as referred to in this article, the buyer hereby gives unconditional and irrevocable permission to the user or third parties designated by the user to enter all places where the user’s property is located and to take back those goods.

Article 12 - Warranty

1. The user guarantees that the goods to be delivered meet the usual requirements and standards that can be imposed on them and are free from any defects.
2. The warranty mentioned in paragraph 1 also applies if the goods to be delivered are intended for use abroad, provided that the buyer has explicitly informed the user in writing of this use at the time of concluding the agreement.
3. The warranty mentioned in paragraph 1 applies for a period of six months after delivery.
4. If the goods to be delivered do not comply with these warranties, the user shall, at his option, replace or repair the goods within a reasonable period after receipt thereof, or, if return is reasonably impossible, after written notification of the defect by the buyer. In case of replacement, the buyer undertakes in advance to return the replaced goods to the user and to transfer ownership to the user.
5. The warranty does not apply if the defect has arisen as a result of improper or inappropriate use, or if the buyer or third parties have made or attempted to make changes to the goods without written permission from the user, or if they have used them for purposes for which the goods are not intended.
6. If the warranty provided by the user concerns goods produced by a third party, the warranty is limited to that provided by the producer of the goods.

Article 13 - Collection costs

1. If the buyer is in default or breach in fulfilling one or more of his obligations, then all reasonable costs incurred to obtain satisfaction out of court shall be borne by the buyer. If the buyer remains in default in paying a sum of money in time, he shall forfeit an immediately payable penalty of 15% on the outstanding amount, with a minimum of €50.00.
2. If the user has incurred higher costs which were reasonably necessary, these are also eligible for reimbursement.
3. Any reasonable judicial and enforcement costs incurred shall also be borne by the buyer.
4. The buyer owes interest on the incurred collection costs.

Article 14 - Suspension and dissolution

1. The user is entitled to suspend performance of obligations or to dissolve the agreement if:
• the buyer does not fulfill his obligations under the agreement, or does not fully fulfill them;
• after the agreement is concluded, circumstances become known to the user which give good reason to fear that the buyer will not fulfill his obligations; if there is good reason to fear that the buyer will only partially or improperly fulfill his obligations, suspension is only permitted insofar as justified by the shortcoming;
• at the conclusion of the agreement, the buyer was requested to provide security for the fulfillment of his obligations under the agreement and such security is not provided or is insufficient. As soon as security is provided, the right to suspension lapses, unless such fulfillment has been unreasonably delayed as a result.
2. Furthermore, the user is entitled to (have the agreement) dissolved if circumstances arise of such a nature that performance of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unchanged continuation of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, the user’s claims against the buyer are immediately due and payable. If the user suspends performance of obligations, he retains his rights under the law and the agreement.
4. The user always retains the right to claim damages.

Article 15 - Return of provided items

1. If the user has made items available to the buyer during the execution of the agreement, the buyer is obliged to return the delivered items in their original condition, free of defects, and complete within 14 days. If the buyer fails to do so, all resulting costs shall be borne by him.
2. If, for any reason, after a reminder to that effect, the buyer still fails to meet the obligation referred to in paragraph 1, the user has the right to recover the resulting damages and costs, including replacement costs, from the buyer.

Article 16 - Liability

1. If goods delivered by the user are defective, the user’s liability towards the buyer is limited to what is stipulated under “Warranties” in these conditions.
2. If the user is liable for direct damage, such liability is limited to a maximum of twice the invoice amount, or at least that part of the agreement to which the liability relates, with a maximum of €500.00 (say: five hundred euros). Liability is at all times limited to the amount of the payment made by the user’s insurer in the case in question.
3. Direct damage shall be understood to mean exclusively:
• the reasonable costs to determine the cause and extent of the damage, insofar as such determination relates to damage in the sense of these terms and conditions;
• any reasonable costs incurred to make the defective performance of the user conform to the agreement, unless such defect cannot be attributed to the user;
• reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these terms and conditions.
4. The user is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption.
5. The limitations of liability for direct damage contained in these terms do not apply if the damage is due to intent or gross negligence on the part of the user or his subordinates.

Article 17 - Transfer of risk

1. The risk of loss or damage to the products that are the subject of the agreement passes to the buyer at the moment the products are legally and/or actually delivered to the buyer and thereby come into the control of the buyer or a third party designated by the buyer.

Article 18 - Force Majeure

1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault and which is not for their account under the law, a legal act, or generally accepted practice.
2. In addition to what is understood by law and case law, force majeure in these terms and conditions shall mean all external causes, foreseen or unforeseen, beyond the user’s control, which prevent the user from fulfilling his obligations. This includes strikes within the user’s business.
3. The user also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after the user should have fulfilled his obligation.
4. During the period of force majeure, the parties may suspend obligations under the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement without obligation to pay damages to the other party.
5. Insofar as the user has already partially fulfilled his obligations under the agreement at the time the force majeure occurs, or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the user is entitled to invoice the part already fulfilled or to be fulfilled separately. The buyer is obliged to pay this invoice as if it were a separate agreement.

Article 19 - Indemnities

1. The buyer indemnifies the user against claims by third parties concerning intellectual property rights on materials or data provided by the buyer, which are used in the execution of the agreement.
2. If the buyer provides the user with data carriers, electronic files, or software, etc., the buyer guarantees that such items are free from viruses and defects.

Article 20 - Intellectual property and copyright

1. Without prejudice to the provisions of these terms and conditions, the user reserves the rights and powers vested in him under the Copyright Act.
2. The buyer is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise, or unless otherwise agreed in writing.
3. Any designs, sketches, drawings, films, software, and other materials or (electronic) files created by the user within the framework of the agreement remain the property of the user, regardless of whether they have been made available to the buyer or third parties, unless otherwise agreed.
4. All documents provided by the user, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended for use by the buyer and may not be reproduced, disclosed, or brought to the attention of third parties by the buyer without prior permission from the user, unless the nature of the documents provided dictates otherwise.
5. The user reserves the right to use knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 21 – Confidentiality

1. Both parties shall be obliged to maintain strict confidentiality with respect to all confidential information which they have obtained from one another or from any other source in connection with this Agreement. Information shall be deemed confidential if it has been designated as such by either party or if such confidentiality arises from the nature of the information.
2. In the event that the User is required, pursuant to a statutory provision or a judicial ruling, to disclose confidential information to third parties designated by law or by the competent court, and the User cannot rely on a legal right or a right of privilege acknowledged or permitted by the competent court, the User shall not be liable for any damages or compensation, and the counterparty shall not be entitled to terminate the Agreement on the basis of any loss or damage thereby incurred.

Article 22 – Non-solicitation of personnel

1. During the term of the Agreement and for a period of one (1) year following its termination, the Buyer shall not, in any manner whatsoever, and whether directly or indirectly, without the prior written consent of the User, employ or otherwise engage, for its own benefit, any employees of the User or of third parties engaged by the User in connection with the performance of this Agreement, who are or have been involved in its execution.

Article 23 – Disputes

1. The competent court in the district where the User has its registered office shall have exclusive jurisdiction to hear and determine any disputes arising out of or in connection with this Agreement, except where the subdistrict court (kantonrechter) has jurisdiction. Notwithstanding the foregoing, the User shall retain the right to submit the dispute to the court having jurisdiction pursuant to applicable law.
   
2. The parties shall not initiate legal proceedings until they have made every reasonable effort to resolve the dispute amicably through consultation.

Article 24 – Governing law

1. This Agreement, as well as any and all agreements arising therefrom between the User and the Buyer, shall be governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Article 25 – Amendment, interpretation and filing of the terms and conditions

1. These General Terms and Conditions have been filed with the Chamber of Commerce in Roermond.
   
2. In the event of any dispute regarding the interpretation or scope of these General Terms and Conditions, the Dutch text shall at all times be binding and conclusive.
   
3. The applicable version shall be the most recently filed version, or, as the case may be, the version in force at the time the Agreement was concluded.