General Terms and Conditions

General Terms and Conditions of Delivery and Payment

EuroGate International, Galileistraat 6, 7701 SK Dedemsvaart, Netherlands

Article 1. Applicability
1. These general terms and conditions apply to all our offers and all agreements we enter into, regardless of their designation. Specifically, they apply to agreements we enter into for the delivery of goods to our buyers.
2. In these general terms and conditions, “buyer” refers to any natural or legal person with whom we have a contractual relationship due to a purchase agreement or who wishes to enter into another type of agreement with us. This includes those on whose behalf and at whose expense goods are delivered.
3. Deviations from these general terms and conditions are only valid if explicitly agreed upon in writing.
4. If the buyer refers to their general terms and conditions, they do not apply unless they do not conflict with our general terms and conditions. In such cases, only our terms and conditions apply. Any conflicting provisions in the buyer’s terms and conditions are void.
5. “Delivery (of goods)” also includes the performance of services and work of any kind.

Article 2. Offers
1. All our offers should be considered invitations to potential buyers to make an offer. They are not binding on us unless explicitly and unambiguously stated otherwise in writing. An order given to us is considered an offer, which is only accepted by us after written confirmation (the so-called order confirmation).
2. Our offers include designs, drawings, models, samples, descriptions, images, and any attachments and documents related to our offers. These remain our property, must be returned to us upon request, and may not be copied or given to third parties without our explicit written consent. We reserve all intellectual and industrial property rights.

Article 3. Formation of Agreement
1. An agreement with us is only formed when we have accepted an order in writing. An agreement is considered concluded at the moment we send the order confirmation.
2. The buyer is bound by their order for 8 days from the date of the order or (if the order was given orally) from the time the order was placed. A declaration by the buyer that they wish to cancel or amend their order within this 8-day period does not prevent the agreement from being formed if we accept/confirm the order within this period.
3. The order confirmation sent by us to the buyer is considered to accurately and fully reflect the agreement. The buyer is deemed to agree with the content of our order confirmation unless they notify us in writing within 8 days that they do not agree with the content.
4. Any additional agreements and/or promises made by our employees or representatives only bind us if confirmed in writing by our authorized signatory.

Article 4. Prices
1. Our prices exclude VAT and, unless explicitly agreed otherwise in writing, exclude packaging, transport costs, and other expenses.
2. The prices mentioned in offers, contracts, and order confirmations are based on the cost factors prevailing at the time the agreement is made, such as exchange rates, manufacturers’ prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties, and other government levies.
3. We reserve the right to charge the buyer for any increases in one or more of the cost factors occurring after the agreement is made but before delivery. We also have the right to declare the agreement wholly or partly dissolved without judicial intervention in such cases. The buyer has this right as well if we declare within 1 month after the agreement that cost changes result in a price increase. If the buyer exercises this right, they must notify us by registered letter within 7 days of receiving our notification.

Article 5. Delivery and Delivery Times
1. Our delivery times commence on the day the agreement is concluded, provided we have received all information necessary to execute the order. Our delivery times are not considered fatal unless explicitly agreed otherwise in the individual agreement. In case of late delivery, we must be given written notice of default. If a penalty for exceeding the delivery time is agreed upon in the individual agreement, it is not due if the delay results from force majeure as described in Article 10 of these terms.
2. Unless otherwise stated in the order confirmation, delivery is ex-warehouse. The goods travel at the buyer’s risk and expense. For foreign buyers, delivery is also ex-warehouse unless agreed otherwise, with export and import clearance arranged by us but at the buyer’s expense.
3. Unless buyers arrange for their own forwarding agents, goods are shipped by us in a manner deemed favorable by us and at the buyer’s risk and expense.
4. If the buyer requests delivery in a different manner than usual, we may charge the additional costs to the buyer.
5. If delivery is in parts, we have the right to consider each delivery as a separate transaction.
6. The buyer must take delivery of the purchased goods within the agreed time. If they fail to do so, we are entitled to demand, at our discretion, that the competent court releases us from our delivery obligation or to demand payment for the undelivered part without prior notice of default. If the buyer fails to pay, we are entitled to declare the agreement dissolved without judicial intervention. If we demand payment of the purchase price for the undelivered goods, they are considered delivered, and we will store them at the buyer’s risk and expense.

Article 6. Complaints by the Buyer
1. The buyer is responsible for the accuracy and completeness of the information they provide us. The buyer must consider usual tolerances and minor changes in the goods we supply. This applies particularly to variations in contracted quantities; the buyer must consider usual tolerances. The goods we deliver may deviate from the description in the order regarding minor size differences, quantity differences, and minor changes.
2. Complaints about visible defects must be reported to us within 7 days after delivery (or within 7 days of the invoice date if the goods could not be delivered) by registered letter, detailing the complaint and the invoice. The buyer must inspect the goods carefully and promptly.
3. Defects not visible at the time of delivery and not detectable upon careful inspection must be reported within 7 days after they become apparent as specified in paragraph 2.
4. The buyer’s claim rights regarding defects in the goods expire if:
a. Defects are not reported within the specified periods and/or in the specified manner;
b. The buyer does not cooperate sufficiently in investigating the validity of the complaints;
c. The buyer has improperly assembled, treated, used, stored, or maintained the goods or used them under conditions or for purposes not foreseen by us;
d. The goods continue to be used despite the reported defects;
e. The guarantee period specified in the individual agreement has expired, or complaints are first made after more than 3 months from the delivery date.
5. In disputes about the quality of the goods we deliver, a reputable agency designated by us will make a binding decision.

Article 7. Liability
1. If the guarantee obligations regarding the goods we deliver are not assumed by third parties (such as manufacturers), the buyer can assert (guarantee) claims against us. Our liability is limited to defects resulting from manufacturing and material faults.
2. In case of complaints, if we determine that the complaint is justified and our liability as described in paragraph 1 exists, we are only obliged to, at our discretion:
a. Repair the defects free of charge;
b. Deliver replacement goods or parts after receiving the defective goods or parts;
c. Refund the purchase price/credit the invoice sent to the buyer with the dissolution of the agreement without judicial intervention, provided the purchase price, invoice, and agreement relate to the defective goods;
d. Pay compensation in a form other than specified above in consultation with the buyer.
3. If the buyer performs repairs and/or changes to the goods without our prior explicit written consent, our guarantee obligations expire.
4. Except for any obligations arising from the above, we are never liable for any damage to the buyer or others unless there is intent or fault on our part (to be proven by the party holding us liable). We are especially not liable for consequential or business damage, direct or indirect damage, including lost profits and downtime losses suffered by the buyer, their employees, or third parties due to complete or partial (re)delivery of goods, delayed or defective delivery, or non-delivery of goods or the goods themselves.
5. The buyer is not entitled to return goods without a substantiated complaint. If done without valid reasons, all return costs are borne by the buyer. In such cases, we are free to store the goods at the buyer’s risk and expense.
6. The buyer must indemnify us against all claims by third parties regarding the execution of the agreement, provided the law does not prohibit the buyer from bearing the resulting damages and costs.

Article 8. Retention of Title and Security
1. Goods delivered by us remain our property until full payment of all amounts the buyer owes us related to the goods delivered. We have the right to demand security for the buyer’s obligations if deemed necessary.
2. The buyer may not pledge the unpaid goods or establish a possessory lien or any other right in favor of a third party.
3. The buyer may sell the goods to third parties only in the ordinary course of business. In such cases, the buyer must immediately transfer the received funds to us or, if not sold for cash, transfer the resulting claims to us.
4. If our ownership of the goods is lost due to processing by the buyer, the buyer must immediately establish a possessory lien on the resulting goods in our favor.
5. We are entitled at any time to take possession of goods that are in the possession of the buyer (or third parties) but are our property, as soon as we can reasonably assume that there is a real chance that the buyer will not fulfill his obligations. The foregoing does not affect the rights we derive from common law: in particular, we also retain the right to claim damages from the buyer after repossessing the goods.
6. The buyer is obliged to insure the risk of fire and theft concerning the unpaid goods and to demonstrate this insurance to us upon request.

Article 9: Payment

1. Payment must be made in Euros unless otherwise agreed, without any deduction or discount, in cash at our place of business or by transfer to a bank account designated by us, in both cases immediately after the delivery of the relevant goods, or at the latest within 30 days of the invoice date, unless expressly agreed otherwise in writing. In the case of bank or giro payment, the day on which our bank or giro account is credited is considered the day of payment.
2. If the buyer does not make (full) payment on time, he is in default without the need for further notice of default. In such a case, we have the right, if and insofar as there is sufficient connection with the buyer’s non-compliance, to suspend the fulfillment of all our obligations towards the buyer, without prejudice to all our rights arising from common law.
3. We are also entitled, for all future deliveries, to demand cash payment before the delivery of the goods or a guarantee for timely payment. Furthermore, we are then entitled to dissolve the agreement without judicial intervention, whereby the buyer is then obliged to return the delivered goods or otherwise undo the performance provided by us, without prejudice to our right to claim damages. If the buyer fails to make timely payment, he forfeits to us, or to the seller’s credit insurer, without further notice from us being required, from the due date until the day of full payment, interest equal to the statutory interest rate plus 5% per annum, calculated on the unpaid amount, which interest is immediately payable without further notice of default. All costs incurred in the collection of invoiced amounts (including extrajudicial collection costs) are borne by the debtor. The extrajudicial collection costs amount to at least 15% of the principal sum with a minimum of €250, all excluding VAT. Moreover, all adverse consequences of exchange rate losses or otherwise from late payment or non-payment are borne by the buyer, even if the buyer has met his payment obligations in time according to the regulations existing in his country, but circumstances or measures beyond his control have caused the transfer to take place in a way that is disadvantageous to us.
4. Payments are first applied in accordance with Article 6:44 of the Dutch Civil Code to reduce the costs referred to in paragraph 3, then to reduce the accrued interest, and finally to reduce the principal sum and the ongoing interest.
5. If the financial position of the buyer significantly deteriorates after the conclusion of the agreement but before the delivery of the goods, we are entitled to wholly or partially refrain from further execution of the agreement, or to demand a change in the payment terms.
6. The seller can transfer his claims from all transactions to a credit insurer of his choice.

Article 10: Force Majeure

Force majeure shall be understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be required of us (non-attributable failures in performance). Force majeure also includes: war, riots, and hostilities of any kind, blockade, boycott, natural disasters, epidemics, shortage of raw materials, hindrance and interruption of transport options, disruptions in our company, import and export restrictions or prohibitions, impediments caused by measures, laws or decisions of international, national and regional (government) authorities. If we cannot fulfill our delivery obligation, properly or on time due to force majeure, we are entitled to consider the agreement or the unexecuted part of it as dissolved or to suspend it for a definite or indefinite period, at our discretion. In the event of force majeure, the buyer cannot claim damages from us.

Article 11: Applicable Law

The offers we make and all agreements we enter into are exclusively governed by Dutch law.

Article 12: Dispute Resolution

All disputes of any kind arising from or related to agreements we have entered into and deliveries we have made will be adjudicated by the competent court in the Netherlands.

Eurogate International in Dedemsvaart, Netherlands