GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS EHAD

Applicability

1.1 These general terms and conditions apply to – and form an integral part of – any offer, quotation, and agreement concerning the products provided by EHAD (hereinafter referred to as "user"), unless explicitly agreed otherwise in writing.

1.2 In these general terms and conditions, "the customer" refers to any (legal) entity that orders and/or purchases goods from or via the user.

1.3 Deviations from these terms and conditions can only be made if the parties have explicitly agreed upon them in writing.

Formation and amendment of the agreement

2.1 All offers and quotations made by the user, in any form, are non-binding unless a term for acceptance is explicitly stated. An agreement is only concluded upon the user's written (order) confirmation or by the user's actual execution.

2.2 All descriptions in offers, quotations, or agreements and their annexes, such as images, drawings, dimensions, weights, yields, and colors, as well as the properties of any provided sample products, serve only as an indication. Minor deviations do not result in any liability for the user.

2.3 Obvious typographical errors or mistakes in the user's offers release the user from any obligation to fulfill the agreement and/or provide compensation, even after the agreement has been formed.

Execution of the agreement

3.1 Delivery takes place according to the applicable Incoterm: Ex Works (factory delivery). If the customer refuses to accept the goods at the agreed time or fails to provide the necessary information or instructions for delivery, the user is entitled to store the products at the customer’s expense and risk.

3.2 Goods are considered delivered as soon as the user has informed the customer that the goods, whether fully or partially assembled, are ready for collection at the user's or a third party’s location or ready to be shipped on the customer's behalf. From that moment, the risk for the delivered goods lies with the customer.

3.3 If the parties explicitly agree that the user will handle the transportation of the products, the costs and risk of loss or damage during transport are borne by the customer.

3.4 The delivery times provided in offers, quotations, agreements, or otherwise are given to the best of the user's knowledge and will be observed as much as possible but are not binding.

Prices

4.1 All prices are in euros and exclude VAT and other government-imposed levies. Any special additional costs related to the import and/or customs clearance of goods delivered by the user to the customer are not included in the price and are therefore the responsibility of the customer.

4.2 The amounts listed in the user's offers are based on the prices, exchange rates, wages, taxes, and other relevant cost factors in effect at the time of the offer. If any of these factors change after the (order) confirmation, the user is entitled to adjust the agreed price accordingly. If the price increase exceeds 10% of the total agreed amount, the customer has the right to terminate the agreement in writing within eight days after becoming aware of the price increase.

Payment

5.1 Payment must be made within 30 days of the invoice date. The customer is not entitled to offset any claim against the amounts charged by the user.

5.2 The user reserves the right to invoice partial deliveries separately.

5.3 Payment is made via deposit or transfer to a bank or giro account designated by the user. The user is entitled to request a guarantee for payment or advance payment, either before or after the conclusion of the agreement, and may suspend the execution of the agreement until such security is provided or payment is received. If the advance payment is refused, the user is entitled to dissolve the agreement, and the customer is liable for any damages resulting from this dissolution.

5.4 The user has the right to withhold the release of products held for the customer in relation to the agreed work until all payments due have been made in full.

5.5 If payment is not made on time, the customer is in default by operation of law without the need for a formal notice of default. From that moment, the customer owes the user the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code.

5.6 If no payment is received after the expiry of a written reminder with an additional payment term, the customer owes a penalty of 10% of the principal sum, including VAT, irrespective of whether the user has incurred extrajudicial collection costs and without prejudice to the user's right to claim compensation.

5.7 In addition to the other rights of the user under this article, the customer is obligated to reimburse the user for any collection costs incurred, which exceed the cost of sending a single reminder or making a simple settlement proposal. These costs are determined according to the applicable court guidelines in the Netherlands.

5.8 The applicability of Article 6:92 of the Dutch Civil Code is excluded regarding the penalty clause in this article.

Warranty

6.1 If the user provides a warranty regarding the work or products supplied or to be supplied, this will be explicitly stated in writing to the customer. In the absence of such explicit written notification, the customer cannot claim any warranty, without prejudice to their statutory rights under mandatory provisions.

6.2 If a customer's warranty claim is justified, the user will, at their discretion, either repair or replace the products as agreed unless this is demonstrably pointless for the customer. If the user notifies the customer of their intention to repair, the customer must make the delivered products available to the user at their own expense and risk.

6.3 Any warranty obligations lapse if the faults, defects, or imperfections are caused by improper, careless, or unskilled use or management of the delivered items by the customer or third parties engaged by the customer, or if they are caused by external factors such as fire or water damage, or if the customer or third parties, without the user's consent, have made or attempted to make changes to the products.

Complaints

7.1 Any complaints regarding a product delivered by the user must be immediately reported in writing and substantiated by the customer. Complaints made after 14 days following the delivery of the products cannot be justified unless the defect was not observable during a thorough and timely inspection at the time of delivery. In such a case, the customer must notify the user within 7 days of discovering the defect.

7.2 Without prior written approval, the user is not obliged to accept returned goods. Receipt of returned goods does not imply acknowledgment by the user of the reason for the return. The risk for returned products remains with the customer until the products are credited by the user.

7.3 If the customer invokes a warranty arrangement that is later deemed unjustified, the user is entitled to charge the customer for the work and inspection costs incurred, according to their usual rates, with a minimum of €100.00.

Retention of title

8.1 All products to be delivered and delivered by the user remain the user's property under all circumstances until the customer has paid any claims from the user, including purchase price, extrajudicial costs, interest, penalties, and other claims as mentioned in Article 3:92, paragraph 2 of the Dutch Civil Code.

8.2 The customer must store the delivered products subject to retention of title with due care and as recognizable property of the user.

8.3 The customer is not permitted to pledge or otherwise encumber the delivered products under retention of title or to transfer them in whole or in part, except as part of their usual business activities.

8.4 If the customer fails to fulfill their payment obligations or if the user has good reason to fear that the customer will fail to meet those obligations, the user is entitled to reclaim the delivered goods under retention of title. The customer must cooperate and grant the user free access to their premises and/or buildings for inspection or to exercise their rights. After repossession, the customer will be credited for the market value, which cannot exceed the original price agreed upon, minus the costs incurred by the user for repossession.

Termination and dissolution

9.1 The customer is considered in default if they fail to meet any obligation under the agreement or fail to do so on time, as well as if they fail to comply with a written demand to fully comply within a reasonable period.

9.2 In the event of default by the customer, the user is entitled to dissolve the agreement entirely or partially without any obligation to pay compensation and without prejudice to their rights, by sending a written notice to the customer and/or immediately claiming any amount due and/or invoking the retention of title.

9.3 The user is entitled to dissolve the agreement immediately if the customer files for suspension of payment or bankruptcy, or if a petition for this is filed against them, or if an attachment is imposed on all or part of their assets. In such cases, all invoiced amounts become immediately due and payable. The user will not be liable for any compensation due to this termination.

Force majeure

10.1 The user is not liable if non-fulfillment is due to force majeure. During the period of force majeure, the user's obligations are suspended. If the force majeure period exceeds three months, both parties are entitled to dissolve the agreement without judicial intervention, without any obligation to pay compensation.

10.2 Force majeure includes unforeseen circumstances, including economic ones, that arise through no fault or action of the user, such as serious disruptions in operations, forced production cuts, strikes and lockouts at the user or suppliers, war, hostilities, state of emergency, mobilization, delays in transportation, or delayed or incorrect deliveries by third parties.

10.3 If the user has partially fulfilled their obligations at the time force majeure occurs, they are entitled to separately invoice the fulfilled or fulfillable part, and the customer must pay this invoice as if it were a separate agreement.

Liability

11.1 The user is only liable for damages suffered by the customer if and to the extent that such damage is the direct result of intent or deliberate recklessness by the user’s management.

11.2 The total liability of the user is always limited to compensation for direct damage, and the total amount payable by the user to the customer will never exceed the price agreed for that agreement (excluding VAT).

11.3 The user is not liable for damage if and insofar as the customer has insured themselves against the damage or could reasonably have done so.

Disputes and applicable law

12.1 If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should be made "in the spirit" of these general terms and conditions.

12.2 Agreements entered into with the user are governed by Dutch law. Foreign legislation and treaties, including the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, are excluded.

12.3 Any disputes relating to this agreement or arising from this agreement will be settled exclusively by the competent court in the district where the user is established at the time of concluding this agreement.