GENERAL TERMS AND CONDITIONS OF DELIVERY

From: Poelman B.V.
Located and having its registered office at: Professor Asserweg 4, 5144 NC Waalwijk, The Netherlands
Hereinafter referred to as: "Poelman B.V."

Contents:

Article 1 – Definitions
Article 2 – Applicability
Article 3 – Offers and Quotations
Article 4 – Delivery
Article 5 – Delivery Time
Article 6 – Partial Deliveries
Article 7 – Technical Specifications
Article 8 – Samples and Models
Article 9 – Suspension and Termination
Article 10 – Warranty
Article 11 – Retention of Title
Article 12 – Complaints and Inspection
Article 13 – Prices and Adjustments
Article 14 – Payment Terms
Article 15 – Credit Surcharge
Article 16 – Collection Costs
Article 17 – Liability
Article 18 – Force Majeure
Article 19 – Cancellation
Article 20 – Competent Court
Article 21 – Applicable Law
Article 22 – Amendments and Filing

Article 2 – Applicability

A. These terms and conditions apply to all offers, agreements and legal relationships between Poelman B.V. and the buyer, unless explicitly agreed otherwise in writing.
B. The terms also apply if third parties are involved in the execution of the agreement.
C. If any provision is null or annulled, the remaining provisions shall remain fully effective.

Article 3 – Offers and Quotations

A. All offers by Poelman B.V. are non-binding and valid for 30 days, unless stated otherwise.
B. Deviations in acceptance by the buyer are not binding on Poelman B.V., contrary to Section 6:225(2) of the Dutch Civil Code.
C. Indicated delivery or execution times are indicative and non-binding.
D. Prices are exclusive of VAT and other levies, unless stated otherwise.
E. In the case of combined orders, Poelman B.V. is not obliged to deliver in parts or to apply partial pricing.
F. Offers do not automatically apply to future transactions.

Article 4 – Delivery

A. Delivery shall be ex works (Incoterms), unless agreed otherwise in writing.
B. Quantity deviations of up to ±2% do not entitle the buyer to refuse or claim compensation.
C. The buyer is obliged to accept the goods upon delivery.
D. In case of refusal or delay in acceptance, storage and additional costs shall be borne by the buyer.

Article 5 – Delivery Time

A. All stated delivery times are indicative and non-binding.
B. Poelman B.V. is only in default after written notice of default by the buyer.
C. Delivery time starts only after receipt of all necessary information.
D. Changes to delivery addresses must be communicated to Poelman B.V. immediately.

Article 6 – Partial Deliveries

Poelman B.V. is entitled to make partial deliveries, which may be invoiced separately unless the partial delivery has no independent value.

Article 7 – Technical Specifications

A. Poelman B.V. does not guarantee compliance with technical standards outside the Netherlands, unless agreed in writing in advance.
B. Deviating technical requirements must be communicated prior to the conclusion of the agreement.

Article 8 – Samples and Models

Samples and models are for illustrative purposes only. Deviations are permitted unless explicitly agreed otherwise.

Article 9 – Suspension and Termination

A. Poelman B.V. may terminate the agreement in whole or in part immediately if:
– There is reasonable doubt about the buyer’s ability to meet obligations (e.g., insolvency, moratorium, liquidation).
– The buyer fails to provide agreed securities in time.
B. In the event of force majeure or similar circumstances, Poelman B.V. may suspend or terminate the agreement.
C. Performance already delivered with independent value may be invoiced separately.

Article 10 – Warranty

A. Poelman B.V. guarantees that delivered goods are free from design, material, and manufacturing defects for the agreed warranty period.
B. Defective goods will be repaired or replaced at the discretion of Poelman B.V.
C. The warranty lapses in case of improper use or failure to follow instructions.
D. Warranty on third-party goods is limited to the manufacturer’s warranty.
E. Warranty claims are only valid upon full payment.

Article 11 – Retention of Title

A. All delivered goods remain the property of Poelman B.V. until full payment is made.
B. Pledging or transfer is not permitted before the transfer of ownership, except in the normal course of business.
C. Goods must be stored with care and clearly marked as the property of Poelman B.V.
D. In case of payment default or impending insolvency, Poelman B.V. may reclaim the goods.
E. Other statutory rights remain unaffected.
F. Upon repossession, the buyer will be credited the market value minus costs.
G. The buyer must inform Poelman B.V. immediately of insolvency or similar proceedings.
H. Extended retention of title applies, including for previously paid goods, where legally permissible.

Article 12 – Complaints and Inspection

A. The buyer must inspect the goods immediately upon receipt.
B. Visible defects must be reported in writing within two (2) working days.
C. Hidden defects within fourteen (14) days of discovery.
D. Late reporting voids any right to rectification or compensation.
E. Returns require prior written approval.
F. Warranty claims expire one (1) year after delivery.

Article 13 – Prices and Adjustments

A. Prices are in euros, exclusive of VAT, based on minimum quantities and agreed Incoterms.
B. Price adjustments are allowed for increases in raw material, labor, or currency costs after the agreement.

Article 14 – Payment Terms

A. Invoices are payable within thirty (30) days from the invoice date.
B. In the event of non-payment, default occurs and statutory interest and collection costs are due.
C. In case of insolvency, all outstanding claims become immediately due.
D. Set-off or withholding by the buyer is excluded.
E. Payments are applied first to interest and costs, then to the oldest invoice.

Article 15 – Credit Surcharge

A credit surcharge of 3% may be charged and is waived if payment is made within eight (8) days.

Article 16 – Collection Costs

A. Collection costs are payable by the buyer:
– 15% on the first €6,500
– 10% on the next €6,500
– 8% on the next €19,500
– 5% on the next €97,500
– 3% on the amount over €130,000
B. Poelman B.V. reserves the right to claim higher actual costs if substantiated.

Article 17 – Liability

A. Liability for defects is governed by Article 10.
B. Poelman B.V. is only liable in cases of intent or gross negligence.
C. Liability is limited to the amount paid out by the liability insurance.
D. Without payout, liability is capped at the invoice value of the relevant part.

Article 18 – Force Majeure

A. Force majeure includes, but is not limited to, external circumstances beyond Poelman B.V.'s control, such as strikes or government measures.
B. If the force majeure lasts longer than three (3) months, either party may terminate the agreement.
C. Partially performed obligations may be invoiced separately.

Article 19 – Cancellation

A. Upon cancellation of an order, the following fees are due:
≥90 days before delivery: 25% of the gross order amount
60–89 days before delivery: 50%
<60 days before delivery: 100%

Article 20 – Competent Court

The court in the district where Poelman B.V. is statutorily located has exclusive jurisdiction to handle disputes.

Article 21 – Applicable Law

All contractual relationships with Poelman B.V. are exclusively governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

Article 22 – Amendments and Filing

These general terms and conditions are filed with the Chamber of Commerce in Tilburg. The latest filed version, or the version applicable at the time the agreement was concluded, shall apply.