The general terms and conditions of sale and delivery of T.M.T. Benelux B.V.

Article 1: General

1.1 All our offers, quotations, (web) orders, and agreements, and their execution, are governed exclusively by these terms and conditions. Any deviations must be expressly agreed upon with us in writing.

1.2 In these terms and conditions, the “other party” means any (legal) person who has entered into or wishes to enter into an agreement with our company, as well as their representative(s), authorized representative(s), legal successor(s), and heirs.

1.3 The other party’s own terms and conditions remain unaffected to the extent they do not conflict with these terms and conditions. In the event of a conflict, our terms and conditions will always prevail, even if priority has otherwise been agreed upon.

1.4 By simply placing an order and/or receiving the delivered goods, the other party accepts these terms and conditions and is deemed to have tacitly agreed to the exclusive applicability of these terms and conditions for any subsequent orders placed verbally, by telephone, by email, or through a webshop, regardless of written confirmation from us.

1.5 For deliveries to business counterparties established outside the Netherlands but within the European Union, the counterparty is obliged to provide a valid EU VAT identification number. We are entitled to verify this number via the VIES system. If the counterparty fails to provide a valid number, we reserve the right to charge the applicable Dutch VAT rate, without prejudice to our other rights.

Article 2 Offers

2.1 All offers made by us, in whatever form, are non-binding, unless otherwise stated in writing.

2.2 All price lists, brochures, and other information provided with an offer are provided as accurately as possible. These are only binding on us if expressly confirmed in writing. We are not obligated to provide detailed information unless otherwise agreed in writing.

2.3 Sending offers and/or brochures, price lists, etc. does not obligate us to deliver or accept the order terms and conditions. Deviations must be expressly agreed with us in writing.

2.4 We reserve the right to refuse orders without stating reasons, or to deliver only upon advance payment.

Article 3 Agreement

3.1 Except as set out below, an agreement with us will only be concluded after we have accepted or confirmed an order in writing. The order confirmation is deemed to accurately and completely reflect the agreement.

3.2 Any subsequent additional agreements or amendments, as well as (verbal) agreements and/or commitments made by our employees or on our behalf by our salespeople, agents, representatives, and other intermediaries, are only binding on us if confirmed by us in writing.

3.3 For work for which, due to its nature and scope, no quotation or order confirmation is sent, the invoice will also be considered the order confirmation, which is also deemed to accurately and completely reflect the agreement.

3.4 Each agreement is entered into by us under the condition precedent that the other party—at our sole discretion—demonstrates sufficient creditworthiness to comply with the agreement.

3.5 We are entitled, upon or after entering into the agreement and before performing any further performance, to demand security from the other party that both the payment and other obligations will be met.

3.6 We are entitled – if we deem this necessary or desirable – to engage third parties for the proper execution of the order placed with us during the performance of the agreement. The costs of these third parties will be charged to the other party in accordance with the price quotes provided. If possible and/or necessary, we will consult with the other party regarding this matter.

3.7. For deliveries to business counterparties established in another EU Member State, the agreement is subject to the suspensive condition that the counterparty provides us with a valid and verifiable EU VAT identification number. Without a valid number, we will apply the Dutch VAT rate. The counterparty indemnifies us against all tax claims and fines resulting from providing an incorrect or invalid VAT identification number.

Article 4 Prices

4.1 All price quotes are non-binding, unless otherwise agreed in writing.

4.2 Unless otherwise stated, our prices are: – based on the purchase prices, wages, labor costs, social security and government charges, freight, insurance premiums, and other costs applicable at the time of the quotation or order date, respectively. – based on delivery ex our company, warehouse, or other storage location. – exclusive of VAT, import duties, other taxes, levies, and duties. – excluding the costs of loading and unloading, transport, and insurance. – Stated in Dutch currency; any exchange rate fluctuations will be passed on.

4.3 In the event of an increase in one or more of the cost price factors, we are entitled to increase the order price accordingly, subject to any applicable legal regulations, provided, however, that any known future price increases must be stated in the order confirmation.

Article 5 Deliveries

5.1. Unless otherwise agreed, delivery will be made to the other party’s home/business. The time of delivery is the moment the goods leave our warehouse.

5.2 The other party is obligated to report any shortages of the delivered goods immediately upon delivery. or to inspect for damage.

5.3 We are entitled to make partial deliveries, which we may invoice separately. The other party is then obligated to pay in accordance with the provisions of Article 11 of these terms and conditions.

5.4. The delivery time is always approximate, unless expressly agreed otherwise in writing.

5.5. We are obligated to observe the delivery time as much as possible, but are in no way liable for any exceeding of it.

5.6. Exceeding the delivery time does not obligate us to provide any compensation and does not entitle the other party to cancel the agreement or refuse to accept delivery.

5.7 If the goods have not been collected by the other party after the delivery time has expired, they will be stored at their disposal, at their expense and risk.

Article 6 Transport/Risk

6.1. The method of transport, shipping, packaging, etc., unless the other party has provided us with further instructions, will be determined by us as a responsible business owner/merchant, without us accepting any liability for this. Any specific requests of the other party regarding transport/shipment will only be fulfilled if the other party has agreed to bear the additional costs thereof.

Article 7 Force Majeure

7.1 Force majeure is defined as: Any circumstance beyond the control of the parties, as a result of which the other party can no longer reasonably expect us to fulfill the agreement. “Force majeure” includes, in any case: strikes, lockouts, excessive absenteeism due to illness of our personnel, transport difficulties, fire, quota restrictions, and business disruptions at our company or that of our suppliers.

7.2 If, in our opinion, the force majeure is temporary in nature, we have the right to suspend the performance of the agreement until the circumstance causing the force majeure no longer exists. 7.3 If, in our opinion, the force majeure situation is of a permanent nature, the parties may make arrangements regarding the termination of the agreement and the associated consequences.

7.4 We are entitled to demand payment for services rendered in the performance of the relevant agreement before the circumstance causing the force majeure became apparent.

7.5. We are entitled to invoke force majeure if the circumstance resulting in the force majeure occurs after our performance should have been delivered.

Article 8 Liability

8.1. Under no circumstances will we be liable for any compensation for damage of any nature whatsoever arising from or caused by the use of the delivered goods or by their unsuitability for the purpose for which the other party acquired them.

8.2. By the mere receipt of the delivered goods by or on behalf of the other party, we are indemnified against all claims from the other party and/or third parties for payment of compensation, regardless of whether the damage is caused by manufacturing or assembly errors, or by any other cause.

8.3. Our liability is limited to the amount of the current transaction, or at least to that part of the transaction to which the liability relates. We are not liable for indirect damage, including, but not limited to, consequential damage, lost profits, and damage due to business interruption.

8.4. Our liability is always limited to the amount paid by our liability insurer.

8.5. The other party indemnifies us against claims from third parties regarding damage other than to the product itself and other than that caused by a defect in the product.

Article 9 Complaints

9.1. We will only consider any complaints if they reach us – directly – in writing within 8 days of delivery of the goods in question, with a precise description of the nature and grounds for the complaint.

9.2 Complaints about invoices must also be submitted in writing within 8 days of the invoice date.

9.3. After this period has expired, the other party is deemed to have approved the delivered goods or the invoice. We will then no longer consider complaints.

9.4 If we find the complaint to be justified, we are only obligated to replace the defective goods, without the other party being entitled to any compensation whatsoever.

9.5. Submitting a complaint does not release the other party from its payment obligations to us.

9.6. Returns of delivered goods are only permitted with our prior written consent, with the exception of the complete range of textile products. 9.7 After approval of a return dFor our records, the goods must be returned to our warehouse at your own expense. After receipt, inspection, and approval, the goods will be credited within 14 days.

Article 10 Retention of Title

10.1 All goods delivered by us remain our property until full payment has been made of all amounts owed to us by the other party, regardless of the reason, including future claims against the other party, including interest and costs (and, in the case of current account deliveries, until settlement of any balance due to the other party).

10.2 In the event of repeated deliveries that are not fully paid for upon delivery, novation will take place with respect to the goods previously delivered as long as the other party has not fully met its payment or other obligations to us.

10.3 In the event of non-payment of an amount due, suspension of payment, application for a moratorium, bankruptcy, or liquidation of the other party’s assets, or in the event of the other party’s death, we shall have the right, without notice of default and without judicial intervention, to cancel the order or the part thereof yet to be delivered, and to reclaim any goods delivered but not paid for or not paid for in full as our property, offsetting any amounts already paid, without prejudice to our rights to claim compensation for any loss or damage. In such cases, any claim we have against the other party shall be immediately due and payable.

10.4 The goods may be resold or used by the other party in the course of its normal business operations, but may not be pledged or serve as security for a third-party claim. 10.5 To ensure correct payment of all our claims, regardless of the reason, we will also acquire title – upon the creation of the claim – to all goods we have delivered to the other party and which are still in their possession.

Article 11 Payment

11.1 Unless otherwise agreed, payment must be made before delivery.

11.2 If the other party has completed an invoice request and returned it to us in writing, with a valid Chamber of Commerce extract no older than 6 months, payment after delivery is possible, with the exception of the complete range of equipment.

This agreement is only valid if confirmed by us in writing. We reserve the right to adjust this agreement at any time if payment is not received by us within 14 days of the invoice date.

11.3 In the event that the other party:

a. Is declared bankrupt, assigns its estate, files for a moratorium, or has all or part of its assets seized,

b. Dies or is placed under guardianship,

c. Fails to fulfill any obligation imposed on it by law or under these conditions,

d. Fails to pay an invoice amount or part thereof within the specified period,

e. If the other party ceases or transfers its business or a significant part thereof, including the contribution of its business to a new or existing company, or changes the objectives of its business, we are entitled to consider the agreement dissolved without any judicial intervention being required, or to demand payment in full of any amount owed by the other party based on the services provided by us, without any warning or notice of default being required, all without prejudice to our right to compensation for costs, damages, and interest.

Article 12 Interest and Costs

12.1 If payment is not made within the period specified in the previous article, the other party is legally in default and owes interest of 1.5% per (part of a) month on the outstanding amount from the invoice date.

12.2 All judicial and extrajudicial costs incurred shall be borne by the other party. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest.

Article 13 Applicable Law

All our offers, agreements, and their execution are exclusively governed by Dutch law.

Article 14 Disputes

All disputes, including those considered as such by only one party, arising from or related to the agreement to which these terms and conditions apply, or the terms and conditions themselves and their interpretation or execution, both of a factual and legal nature, are subject to the exclusive jurisdiction of the court.