GENERAL SALES AND DELIVERY CONDITIONS of euro HÜBNER Benelux B.V. in Venlo

ARTICLE 1:

General 1. These conditions apply to all quotations made by euro HÜBNER Benelux B.V., hereinafter referred to as the contractor, and to all agreements concluded by the contractor with customers or clients, hereinafter referred to as the other party, regarding the sale or making items available for other reasons, the contracting of work, as well as payments to the contractor. Deviating clauses only bind the contractor after written agreement on his part and only for the agreement to which the agreement relates. 2. Reference by the other party to its terms and conditions will not be accepted by the contractor unless this has been agreed in writing – in each case.

ARTICLE 2:

Quotations 1. All quotations are always without obligation unless they contain a term for acceptance. If a non-binding offer is accepted, the contractor has the right to revoke that offer within two working days of receipt of the acceptance. 2. If no quotation has been made by the contractor, an agreement will only be concluded when the contractor confirms it in writing or starts executing it within eight days after the contractor has received the order. 3. Images, drawings, weight specifications, technical specifications, and other data communicated by the contractor to the other party at or after the quotation or order confirmation, included in prospectuses, catalogs, circulars, advertisements, and price lists, have the character of an approximate indication. Information derived from it is only binding if expressly agreed. 4. All rights to offers, calculations, models, artistic and technical designs, descriptions (technical and other) drawings, sketches, diagrams, and the like made by or through the contractor rest with the contractor. 5. Offers, images, drawings, calculations, diagrams, designs, and other documents created or published by or through the contractor remain the inalienable property of the contractor and may not be made available to third parties for inspection in any form whatsoever. provided or made available without the contractor’s permission. If the other party expressly requests this, the quotation may be accompanied by calculations, drawings, descriptions, designs, calculations, models, etc. in the broadest sense. In that case, the associated costs will be charged to the other party. Reimbursement of the aforementioned costs does not mean taking over any rights as referred to in paragraph 4 of this article. 7. Documents as referred to in paragraph 4 of this article must be returned complete and undamaged at the first request of the contractor; If the order is not given to the contractor by the other party, they must be returned to the contractor immediately.

ARTICLE 3:

Prices 1. Prices stated by the contractor are based on the factory prices applicable at the time of the quotation, foreign currency rates, import duties and equivalent levies, insurance rates, freight, taxes and other similar factors. If one or more of the aforementioned price-determining factors change after the date of the offer, the contractor is entitled to change the agreed price accordingly. 2. Unless expressly stated otherwise, prices quoted are per piece and exclusive of sales tax. All prices are ex-warehouse or factory and exclusive of freight costs unless expressly agreed otherwise. 3. If it has been agreed that the prices are the freight-free delivery addresses and include freight costs, the contractor will charge freight costs as well as a cost surcharge for deliveries worth an invoice amount to be determined by the contractor, excluding sales tax, at the time of the performance of the goods. applicable surcharge rates will be charged for delivery. 4. Unless goods are delivered in factory packaging, which has not been charged to the contractor by the contractor’s supplier(s) or other third parties, packaging costs will be passed on by the contractor to the other party. The other party is obliged to return the returned packaging to the contractor in an undamaged and good condition at its expense and risk within one month after the date of the invoice relating to the delivered goods. 6. The costs referred to in paragraph 4 will be fully credited to the other party after proper receipt by the contractor of the packaging returned by the provisions of paragraph 5, but only if and insofar as there is return packaging. 7. The costs of government-mandated return and destruction of packaging will be passed on to the other party by the contractor.

ARTICLE 4:

Payment 1. Every agreement is entered into under the suspensive condition that the creditworthiness of the other party appears from information to be obtained. The contractor is at all times entitled to demand security from the other party to its satisfaction for the timely and complete satisfaction of its payment and other obligations. The contractor is also entitled at all times to deliver only against cash payment or cash on delivery. 2. The other party is obliged to pay the purchase price or contract sum within 30 days after the invoice date at the office of the contractor or into one of its giro or bank accounts. A 2% credit restriction surcharge may be charged on invoice amounts, which can be deducted if paid within 8 days of the invoice date. 3. Negligence by the other party concerning purchasing goods and not allowing the contractor to carry out the agreed work does not affect the payment obligation of the other party. 4. If deliveries are made in parts, the contractor is not obliged to make further deliveries until the invoices relating to the partial deliveries already made have been paid, without prejudice to the provisions of the other paragraphs of this article. 5. If the other party has not fulfilled its payment obligations on the due date, it will be immediately in default without notice of default being required. In that case, the other party is liable for all damage suffered and to be suffered by the contractor. 6. In the event of failure to pay on time, the other party will owe interest equal to the statutory interest, plus 3.5%, on the unpaid portion of the principal sum, without notice or notice of default. 7. Collection costs, both judicial and extrajudicial, will be borne by the other party. The extrajudicial collection costs are set at the collection rate as set out in the calculation schedule for lawyer’s invoices.

ARTICLE 5:

Delivery time 1. Agreed delivery times will never be regarded as deadlines unless expressly agreed otherwise. In the event of late delivery, the contractor must therefore be given written notice of default. 2. When part of an order is ready, the contractor can, at its option, deliver this part or only deliver it when the entire order is ready, without prejudice to the provisions of paragraph 1 of this article. 3. If the other party fails to take delivery after a summons, the contractor may, at its option, either deliver at a time to be determined by the contractor or cancel the agreement or the unexecuted part of the agreement, without judicial intervention and without notice of default is required, without prejudice to the contractor’s right to compensation.

ARTICLE 6:

Non-attributable shortcomings (force majeure) 1. If the contractor is temporarily prevented from fulfilling its obligations due to circumstances beyond the control and risk of the contractor after the conclusion of the agreement, the contractor is entitled to suspend the execution of the to suspend the agreement for the duration of the impediment. The other party is entitled to terminate the agreement if it cannot reasonably be expected, given the circumstances of the case, to wait for the (cause of the) impediment to be lifted. If the duration of the impediment exceeds 3 months, the contractor is also entitled to dissolve the agreement in whole or in part and demand payment for the executed part of the agreement. 2. If the contractor is permanently prevented from fulfilling its obligations due to circumstances as referred to in paragraph 1 and these circumstances are not at the expense of the contractor, each of the parties is entitled to terminate the agreement to the extent that has not yet been implemented. 3. The circumstances referred to above, in any case, include war, danger of war, riot, molestation, fire, water damage, flood, strike, company occupation, exclusion, import and export restrictions, government measures, machine breakdown, disruptions in the supply of energy, business disruption and the event that the contractor is not enabled to deliver by its own suppliers, for whatever reason.

ARTICLE 7:

Transfer of risk The other party bears the risk of the goods ordered by it from the moment they leave the warehouse of the contractor or – upon delivery or supply from third-party warehouses – of these third parties. In addition, loading and unloading of the goods also takes place at the risk of the other party.

ARTICLE 8:

Dissolution 1. Without prejudice to the provisions of Article 4, the agreement will be dissolved by operation of law, without judicial intervention and any notice of default being required, at the time when the other party, who has not or not fully fulfilled the obligation arising from the agreement is declared bankrupt, applies for a provisional suspension of payments, or loses the power of disposal over its assets or parts thereof due to attachment, under guardianship or otherwise, unless the curator or administrator recognizes the obligations arising from this agreement as estate debt and the contractor agrees with this recognition and therefore with the termination of the dissolution by operation of law. 2. Due to the dissolution, existing mutual claims become immediately due and payable. The other party is liable for all damage suffered by the contractor. 3. If the other party does not, does not timely or does not properly fulfill the obligations arising for it from any agreement concluded with the contractor based on these conditions, as well as in the event of suspension of payments, closure or liquidation of the other party’s affairs or his death, the contractor is entitled to either demand advance payment for further work, delivery and installation or to dissolve the agreement in whole or in part, without legal intervention and without notice of default being required, and to refund the goods delivered by the contractor, insofar as they have not yet been paid for. or to demand payment for the executed part of the agreement. In these cases, mutual claims become immediately due and payable. The other party is liable for all damage suffered by the contractor.

ARTICLE 9:

Retention of title and right of retention 1. As long as the other party has not paid the full amount of the claim with any additional costs and any claim for damages from the contractor due to attributable shortcomings of the other party in this regard or has provided sufficient security for this, the contractor retains imagines ownership of the goods. Unless otherwise stipulated as referred to in Article 1, paragraph 1 of these general terms and conditions, the contractor also reserves ownership of the goods for what the other party owes or will owe to the contractor under previous or later agreements under which the contractor has delivered goods or will deliver, or due to failure by the other party to comply with an agreement as mentioned above, unless the other party has provided adequate security for its obligations as mentioned above. Ownership is transferred to the other party as soon as the other party has fulfilled all its aforementioned obligations towards the contractor. 2. For the provisions of the first paragraph of this article, unless otherwise agreed within the meaning of Article 1, paragraph 1 of these general terms and conditions, any payment that could be attributed to two or more obligations of the other party towards the contractor, primarily attributed to the obligation(s) to be designated by the contractor, to which the retention of title referred to in paragraph 1 of this article does not apply. Payment overviews, reminders and the like provided by or on behalf of the contractor to the other party cannot be regarded as an instruction as referred to in the previous sentence unless the contractor expressly determines otherwise. 3. If the contractor has reasonable doubts about the payment capabilities of the other party, the contractor is entitled to suspend its work or postpone delivery and shipment until the other party has provided sufficient security for payment. The other party is liable for the damage suffered by the contractor as a result of this delay or delayed delivery. 4. The contractor is entitled to exercise the right of retention, so that it may suspend the delivery of the items that it has in its possession for the other party in connection with the execution of its assignment until its due claims in respect of the assignment have been settled.

ARTICLE 10:

Resale and accession 1. As long as the delivered goods have not yet been paid for in full, the other party is not entitled to resell, deliver, or pledge the goods or otherwise, under any title whatsoever, whether or not for free and whether or not in use, to transfer it to another person or make it available to him. 2. Nor is the other party entitled to place delivered goods, as long as they have not yet been paid for in full, in such a way that they lose their legal independence.

ARTICLE 11:

Penalty clause and control 1. The other party that acts contrary to the provisions of Article 10 forfeits a fine in favor of the contractor for every act that falls under one of the prohibitions stated there. The fine is equal to twice the invoice amount, but at least € 25,000.00 per action. 2. The contractor is authorized to have an independent accountant audit the books of the other party to monitor compliance with the provisions of Article 10.

ARTICLE 12:

Cancellation by the other party 1. If the other party cancels the assignment in whole or in part, it is obliged to reimburse the contractor for all costs reasonably incurred for the execution of this assignment. This is without prejudice to the contractor’s right to compensation for loss of profit and the costs, damages, and interests arising from the cancellation.

ARTICLE 13:

Warranty 1. The contractor does not provide any warranty about delivered goods or parts thereof, other than the warranty given by the contractor in respect of the relevant good and/or part by the supplier of that good or part. Subject to the provisions of the previous paragraph, the contractor guarantees the soundness of the work delivered by it insofar as: – the contractor can issue guarantees in the separate agreement for the assignment to carry out work, which in that case are to the exclusion of other liabilities apply between the parties. – that the contractor will repair any defects in the work delivered by it that were already present at the time of delivery but only came to light within six months after delivery, if and insofar as the defects are the direct result of materials supplied by the contractor; if repair of the defects referred to is not reasonably possible, the contractor will opt for a replacement solution; the costs of any replacement parts will be borne by the contractor. However, any travel and transport costs and fees to be incurred in connection with any repair or replacement will be borne by the other party. 2. The warranty excludes defects in materials or parts prescribed by or on behalf of the other party or made available to the contractor. In this respect, unsuitability for the use for which the prescribed materials or parts are intended is equated with a defect. The contractor is not liable based on its warranty obligation if the item does not function properly as a result of a defect in a design, construction, or working method prescribed by the other party or of an error in advice made available by the other party. 3. Additional costs for work in a general sense that do not fall under the responsibility of the contractor as mentioned in paragraph 1 are excluded from the warranty in the broadest sense of the word. 4. The contractor’s warranty lapses if a defect in the item or a part thereof is the result of incorrect or improper use, maintenance or other negligence on the part of the other party or if work is carried out on the case has been carried out or changes have been made to the case. Incorrect or improper use in any case also includes use without taking into account the operating instructions, technical documentation, usage protocols, operating instructions, and safety instructions associated with the delivered goods. The costs of detecting and repairing defects that are not covered by the contractor’s warranty based on this provision will be charged to the other party at the applicable rates. 5. The contractor is never obliged to compensate business losses suffered by the other party and/or third parties, regardless of the cause, including the delay in the delivery of the work. 6. In all cases in which the contractor is entitled to rely on the above, its employees, if any, may also rely on the provisions therein, as if this had been stipulated by the employees involved. 7. The other party is obliged to indemnify the contractor and to compensate it against any claims for damages that third parties may make against the contractor if the damage suffered by third parties is caused by infringement of patents and/or copyrights, through the use of drawings, data, materials or parts, or by applying methods, which have been provided or prescribed to the contractor by or on behalf of the other party for the execution of the assignment. 8. The other party can only rely on the guarantee described in this article provided that the defect has been brought to the contractor’s attention in writing and in a well-described manner before the expiry of the guarantee period.

ARTICLE 14:

Complaints 1. Complaints, regardless of whether they relate to work or deliveries made or not made by the contractor or to the contractor’s invoices, must be submitted to the contractor in writing, well described and substantiated, as soon as reasonably possible, partly to enable the contractor to verify the validity and cause of the complaint(s). 2. Goods may not be returned by the other party without the prior written permission of the contractor. Granting the aforementioned permission does not imply recognition that the complaint is justified. After permission has been obtained, the goods must be returned to the contractor in their original packaging in their original packaging at the expense of the other party, unless they have been received damaged. 3. As long as goods have not been returned and approved by the contractor, or the complaint has been accepted by the contractor, the other party’s payment obligation remains in force.

ARTICLE 15:

Liability 1. Except for the provisions of Article 13 and excluding cases of intent or deliberate recklessness on the part of the contractor himself or his manager insofar as he acts in the performance of his work for the contractor, the contractor is not liable for any damage resulting from or in connection with the agreed delivery, assignment or its execution, unless and insofar as the contractors’ liability in this regard is insured. 2. Without prejudice to the provisions of Article 13, any legal claim for damages against the contractor shall lapse one year after the day on which the other party reported to the contractor the acts or omissions of the contractor on which a claim for damages is based. 3. In all cases in which the contractor is entitled to rely on the provisions of paragraph 1, contractors may also rely on any employees who have been held liable, as if this provision had been agreed upon by the employees concerned.

ARTICLE 16:

Contracting work In addition to the other provisions of these general terms and conditions, the following provisions apply in particular to contracting work. If and insofar as the following provisions deviate from what is determined in the other provisions of these general terms and conditions, the acceptance of the work will be governed by what is laid down in the following provisions, with the exclusion of what is determined in the other provisions. 1. In the event of changes to the assignment, the settlement will take place based on additional or reduced work, including the associated design and/or drawing work. The costs of additional and/or additional work that must necessarily be carried out to comply with – unforeseen – changed general safety regulations and/or the regulations of energy-supplying companies will be settled. The contractor has the right to charge the other party for the costs incurred by it as a result of the causes mentioned below: – if the work is canceled due to circumstances that differ from those at the time of agreeing to no fault of the contractor. are aggravated or cannot take place normally and without interruption; – when government regulations relating to the assignment or work that could not have been known to the contractor at the time of concluding the agreement come into force. If the final settlement for the work shows that the total of the costs referred to in this paragraph results in a reduction of the original contract price, the contractor is entitled to an amount equal to 15% of this reduction, subject to any settlement of turnover tax. about costs incurred and lost profits. 2. Unless expressly agreed otherwise, payment of the price agreed for the delivery will take place as follows: – 30% of the contract price immediately after the conclusion of the agreement; – 30% of the contract price upon reaching 30% of the duration of the work included in the agreement; – 30% of the contract price upon reaching 60% of the aforementioned time; – 10% of the contract price upon completion of the work. The second installment is also due if the work cannot be started temporarily. If an installment is not paid on time, the contractor has the right to suspend the work until payment has been made. 3. The delivery time will be adjusted if additional and/or additional work is commissioned after the agreement has been concluded. Unless otherwise agreed in writing for this additional assignment (s), the delivery time will be extended accordingly, and/or a separate delivery date will be agreed. 4. The work is deemed to have been completed if it has been made available to the other party in a fully operational manner and has been accepted. To this end, the contractor will inform the other party in writing that the work has been completed. The work is deemed to have been accepted if and as soon as the other party has informed the contractor that it considers the work to be completed without having an inspection carried out, or if the other party has not indicated in writing within 14 days of the aforementioned notification whether or not the work has been approved. , or if and as soon as the other party starts using the work. 5. As soon as materials, parts, or tools intended or necessary for the execution of the work have been delivered to the site, the other party bears the risk of damage of whatever nature to these materials, parts, and tools, such as theft, fire, or water damage. , molestation or damage, unless this is the result of negligence on the part of the contractor.

ARTICLE 17:

Disputes 1. All agreements concluded with the contractor and any further agreements concluded in implementation thereof are exclusively governed by Dutch law. 2. All disputes arising from the aforementioned agreements will be adjudicated exclusively by the competent court in Roermond, without prejudice to the jurisdiction of another court about provisional, conservatory, or executory measures, unless the other party has agreed to this clause written within one month after the contractor has agreed to this clause in writing. appeals opt for settlement by another court that is competent according to the law.

ARTICLE 18:

Deposit These conditions come into effect on 06.11.2006 and have been filed with the registry of the court in Roermond under deed number: 32/2006. They replace all previous conditions from that date.