General Terms and Conditions of Eurogravis Nederland

Article 1 – Definitions

• Offer: any offer made by Eurogravis Nederland to supply Goods and/or provide Services to the Buyer;

• General Terms and Conditions: all provisions contained in these general terms and conditions;

• Day: calendar day;

• Services: services supplied or to be supplied by Eurogravis Nederland to the Buyer;

• Eurogravis Nederland: Eurogravis Nederland B.V., with its registered office at Rossinistraat 17, 5344 AK Oss, registered with the Dutch Chamber of Commerce under number 75763699;

• Buyer: any party that enters into an Agreement with Eurogravis Nederland or requests an Offer/quotation from Eurogravis Nederland;

• Agreement: an agreement, including the associated appendices, concerning the supply of Goods and/or Services entered into between Eurogravis Nederland and the Buyer, including any amendments agreed after its conclusion;

• Party/Parties: Eurogravis Nederland and/or the Buyer;

• Sanctions Regulations: European and national laws and regulations concerning sanctions, including the Sanctions Act 1977 and, where applicable, OFAC regulations;

• Goods: all goods and products offered, sold or supplied by Eurogravis Nederland, including original and original-equipment-quality parts as well as new, remanufactured and used parts of various brands and manufacturers.

Article 2 - Applicability

2.1 Applicability

These General Terms and Conditions apply to every Offer made by Eurogravis Nederland, to all Agreements concluded with Eurogravis Nederland and to all other legal acts and legal relationships between the Buyer and Eurogravis Nederland. Deviating provisions are valid only if expressly agreed in writing in advance between the Buyer and Eurogravis Nederland.

2.2 Authority to represent

Only persons who, according to the Trade Register of the Dutch Chamber of Commerce, are authorised to represent Eurogravis Nederland are authorised to perform legal acts on behalf of Eurogravis Nederland. Legal acts performed by other persons may be invoked against Eurogravis Nederland and third parties only if Eurogravis Nederland has ratified them in writing.

2.3 Provision of the General Terms and Conditions

Before the Agreement is concluded, the text of these General Terms and Conditions shall be made available to the Buyer. If this is not reasonably possible, Eurogravis Nederland shall, before the Agreement is concluded, indicate how the General Terms and Conditions can be inspected at Eurogravis Nederland and that, at the Buyer's request, they will be sent by email free of charge as soon as possible.

2.4 Accessibility via the website

The General Terms and Conditions are accessible to everyone via Eurogravis Nederland's website: www.eurogravis.eu.

2.5 Amendment of the General Terms and Conditions

Eurogravis Nederland is entitled to amend or supplement these General Terms and Conditions. Amended or supplemented General Terms and Conditions apply to new Agreements and Offers concluded or made after the date of amendment, unless otherwise agreed in writing. The amended General Terms and Conditions shall be brought to the Buyer's attention, including by publication on Eurogravis Nederland's website and, where applicable, by email.

2.6 Third-party beneficiary clause

These General Terms and Conditions also apply for the benefit of every person engaged by Eurogravis Nederland and every person for whose acts or omissions Eurogravis Nederland is or may be liable.

2.7 Buyer's terms and conditions not applicable

Eurogravis Nederland does not accept any general or other terms and conditions of the Buyer, unless the Parties have expressly agreed otherwise in writing. If the Buyer refers to its own general or other terms and conditions, by accepting these General Terms and Conditions the Parties expressly agree that only the General Terms and Conditions of Eurogravis Nederland apply, unless otherwise agreed in writing.

Article 3 – The Offer

3.1 Non-binding Offer

An Offer made by Eurogravis Nederland is entirely non-binding. The prices and terms stated in the Offer apply exclusively to the Goods and/or Services specified therein. If an Offer has a limited validity period or is made subject to specific conditions, this shall be expressly stated in the Offer.

3.2 Description of the Offer

The Offer contains a complete and accurate description of the Goods and/or Services offered. The description is sufficiently detailed to enable the Buyer to properly assess the Offer.

3.3 Delivery in accordance with Incoterms

Unless expressly agreed otherwise in writing between the Parties, delivery by Eurogravis Nederland shall be Ex Works (EXW) in accordance with the Incoterms® applicable at that time, from Eurogravis Nederland's loading location.

3.4 Obvious errors in the Offer

Eurogravis Nederland cannot be bound by its Offer if the Buyer should reasonably have understood that the Offer or any part thereof contained an obvious mistake, error or clerical error.

3.5 Withdrawal of a non-binding Offer

If an Offer is non-binding, Eurogravis Nederland is entitled, after acceptance by the Buyer, to revoke or amend that Offer immediately and no later than before Eurogravis Nederland's written confirmation of the Agreement.

3.6 Oral commitments

Oral commitments bind Eurogravis Nederland only after they have been expressly confirmed in writing by Eurogravis Nederland.

3.7 Composite Offer

A composite Offer does not oblige Eurogravis Nederland to perform part of the Offer for a corresponding part of the price stated in the Offer.

3.8 Validity of the Offer

An Offer made by Eurogravis Nederland applies exclusively to the Goods and/or Services specified therein and does not automatically apply to subsequent orders, other Offers, Goods and/or Services.

3.9 Additions and amendments

Additions, amendments and/or further arrangements are valid only if expressly agreed in writing between the Parties.

3.10 Special Orders

Goods ordered, purchased, produced or assembled specifically at the request of the Buyer and which do not form part of Eurogravis Nederland's regular stock range may not be cancelled, returned or exchanged by the Buyer after the order has been placed. This also applies if these Goods cannot be returned by Eurogravis Nederland to its supplier. In that case, the Buyer remains obliged to pay the relevant Goods in full, even if the Buyer no longer wishes to accept the Goods after placing the order.

Article 4 – The Agreement

4.1 Formation of the Agreement

An Agreement between Eurogravis Nederland and the Buyer is formed once both Parties have reached agreement on the contents of the Agreement and Eurogravis Nederland has confirmed the order in writing. An Offer made by Eurogravis Nederland is not binding unless expressly stated otherwise in writing. The Buyer's acceptance of an Offer therefore does not automatically result in an Agreement. Eurogravis Nederland reserves the right not to accept an order.

4.2 Deviating acceptance

If the Buyer's acceptance deviates from Eurogravis Nederland's Offer, that acceptance shall constitute a new offer by the Buyer. In that case, no Agreement is formed unless Eurogravis Nederland expressly accepts the deviations in writing. The Agreement shall then be formed in accordance with Eurogravis Nederland's written confirmation.

4.3 Oral arrangements and performance

The Parties shall record arrangements made between them in writing as far as possible. If no written confirmation is available, the formation and content of the Agreement shall be established on the basis of all relevant circumstances and evidence. The invoice constitutes evidence of the agreed supply or service, but does not automatically amend arrangements made previously.

4.4 Refusal of orders

Eurogravis Nederland reserves the right to refuse an order in whole or in part, or to accept it only subject to additional conditions. Eurogravis Nederland shall inform the Buyer accordingly. A refusal or additional condition does not give rise to any obligation to pay damages, unless mandatory law provides otherwise.

4.5 Creditworthiness and payment security

Eurogravis Nederland is entitled to assess the Buyer's creditworthiness and ability to pay and to request information reasonably necessary to assess the order. If, on the basis of this assessment or other relevant circumstances, Eurogravis Nederland has reasonable doubts about the Buyer's ability to pay, Eurogravis Nederland is entitled to require a deposit of 30% of the total order value, full advance payment of the total order value, or additional security. Eurogravis Nederland may suspend the processing or performance of the order until the required payment or security has been received in full. If the Buyer fails to comply with these payment conditions, Eurogravis Nederland is entitled to refuse the order or, to the extent permitted by law, terminate the Agreement.

4.6 Engagement of third parties

Eurogravis Nederland is entitled to engage third parties, including suppliers and carriers, in the performance of the Agreement. Costs of third parties shall be charged to the Buyer insofar as this has been expressly agreed or follows from the Agreement or the applicable General Terms and Conditions. Eurogravis Nederland remains bound by obligations imposed on it under mandatory law.

4.7 Changes to Goods

Eurogravis Nederland reserves the right to make minor changes to the design, form, dimensions or other characteristics of the Goods to be supplied, provided that such changes do not materially affect the quality, functionality, technical specifications or suitability of the Goods for the agreed use. Changes that materially affect the agreed characteristics or functionality shall be made only after consultation with the Buyer and, where necessary, with the Buyer's written consent.

4.8 Product information

Images, drawings, dimensions, weights, colours, technical data and other product information provided by Eurogravis Nederland are indicative only, unless expressly agreed otherwise in writing. Minor deviations that do not materially affect the quality, functionality or agreed specifications of the Goods do not, in themselves, entitle the Buyer to refuse delivery, terminate the Agreement or claim damages. This does not affect the Buyer's statutory rights in the event of material deviations or non-conformity.

Article 5 - Amendment of the Agreement

5.1 Recording amendments

If Eurogravis Nederland and the Buyer have reached agreement on an amendment, extension or limitation of the Agreement, Eurogravis Nederland shall confirm that amendment to the Buyer in writing. Where applicable, this confirmation shall state the substantive, financial and timing consequences of the amendment.

5.2 Costs of amendments

All costs directly related to an amendment, extension or limitation of the Agreement requested by the Buyer or agreed between the Parties shall be borne by the Buyer, unless the Parties agree otherwise in writing. This includes costs already incurred and non-cancellable costs of Eurogravis Nederland and third parties engaged by it.

5.3 Payment upon amendment

If an amendment to the Agreement is agreed, the Buyer remains obliged in all cases to pay the agreed price for the Goods and Services that Eurogravis Nederland has already supplied or performed up to the time of the amendment.

5.4 Adjustment of performance periods

Eurogravis Nederland is entitled to adjust previously agreed performance periods and lead times insofar as this is necessary as a result of an amendment to the Agreement. Where possible, the amended period shall be confirmed to the Buyer in writing.

5.5 Cancellation or amendment of an order

Once placed, an order may not be unilaterally cancelled or amended by the Buyer unless Eurogravis Nederland has expressly agreed to this in writing in advance. If Eurogravis Nederland accepts a cancellation or amendment, the Buyer shall pay Eurogravis Nederland all costs already incurred, due and non-cancellable, as well as the agreed remuneration for work already performed.

Article 6 - The Price

6.1 Price increases resulting from government measures

Price increases resulting from statutory provisions, taxes, levies, import duties, export restrictions or other government-imposed costs introduced or amended after the Agreement has been concluded may be passed on in full by Eurogravis Nederland to the Buyer, insofar as such costs relate to the relevant Agreement.

6.2 Other price increases

Eurogravis Nederland is entitled to pass on to the Buyer price increases not covered by Article 6.1 if such increases result from increases in, among other things, purchase prices, transport costs, operating costs, energy prices, insurance costs, exchange rates, scarcity, war, government measures, emergencies, supply-chain disruptions or other circumstances that cannot reasonably be attributed to Eurogravis Nederland. Such price increases may be passed on if they occur after the Agreement has been concluded. Eurogravis Nederland shall inform the Buyer thereof as soon as possible.

6.3 Errors in price statements

All prices and price statements are subject to printing, typesetting, input and obvious administrative errors. Eurogravis Nederland is not bound by price statements resulting from such an error, insofar as the Buyer should reasonably have understood that an error had occurred. Eurogravis Nederland is not liable for damage arising from such an error.

6.4 Excluding additional costs

Unless otherwise agreed in writing between the Parties, all prices stated by Eurogravis Nederland are expressed in euros and exclude VAT, transport and shipping costs, import duties, taxes and other levies, insurance, packaging costs, loading and unloading costs, customs charges, quality inspections and other costs related to the delivery, export, import or shipment of the Goods or Services. All costs payable by Eurogravis Nederland to third parties in connection with the export, import, shipment or delivery of the Goods or Services shall be borne by the Buyer and may be charged by Eurogravis Nederland to the Buyer. The Buyer is obliged to reimburse Eurogravis Nederland for these costs in full.

Article 7 – Buyer's Obligations

7.1 Buyer's data and documents

The Buyer is obliged to provide Eurogravis Nederland in a timely manner with all data, information, documents, instructions and other records reasonably required for the correct and timely performance of the Agreement, including a valid VAT identification number and information required for transport, customs, export, import or other statutory obligations.

7.2 Accuracy and completeness of data

The Buyer warrants the accuracy, completeness, currency and reliability of the data, information and documents provided by or on behalf of the Buyer, including where they originate from third parties. Eurogravis Nederland is not responsible for consequences arising from incorrect, incomplete or untimely supplied data.

7.3 Duty to report changes

The Buyer shall immediately inform Eurogravis Nederland in writing of all facts and circumstances that may be relevant to the performance of the Agreement, including changes to contact details, address details, VAT or company details, technical specifications, delivery instructions and applicable export or import conditions.

7.4 Consequences of non-compliance

If the Buyer fails to comply, fails to comply on time or fails to comply fully with its obligations under this Article, Eurogravis Nederland is entitled to suspend performance of the Agreement and to charge the Buyer any additional costs and delays arising therefrom, insofar as permitted by law.

Article 8 – Delivery

8.1 Delivery Ex Works (EXW)

Delivery by Eurogravis Nederland shall be Ex Works (EXW) in accordance with Incoterms® 2020 from the loading location designated by Eurogravis Nederland. The risk of loss, damage and other risks relating to the Goods shall pass to the Buyer in accordance with the applicable Incoterm.

8.2 Packaging

Eurogravis Nederland shall package the Goods in a manner that it considers customary and suitable for the agreed delivery. The costs of packaging and, where applicable, special or additional packaging measures requested by the Buyer shall be borne by the Buyer. Eurogravis Nederland is not liable for damage resulting solely from a packaging method prescribed or requested by the Buyer, insofar as such damage cannot be attributed to Eurogravis Nederland.

8.3 Delivery times and carrier

Delivery times are indicative/target times unless expressly agreed otherwise in writing. If Eurogravis Nederland engages a carrier at the Buyer's request or for the Buyer's benefit, transport shall be at the Buyer's expense and risk, unless otherwise agreed in writing. Eurogravis Nederland is not liable for delay, loss, damage or other loss caused by or related to the acts or omissions of the carrier engaged by Eurogravis Nederland, insofar as such loss cannot be attributed to Eurogravis Nederland itself. Any claims relating to transport shall, where possible, be submitted directly to the relevant carrier. Upon request, Eurogravis Nederland shall provide available transport information and, where reasonably possible, cooperate with a claim. Exceeding an indicative time limit does not automatically entitle the Buyer to damages, suspension, termination or compensation, subject to mandatory law.

8.4 Delay by third parties

The stated delivery time is also based on timely and complete delivery by suppliers, manufacturers and other third parties engaged by Eurogravis Nederland. If such a third party fails to deliver, fails to deliver on time or fails to deliver in full, or if other circumstances outside Eurogravis Nederland's reasonable sphere of influence occur, the delivery time shall, insofar as necessary, be extended by the duration of the delay. Eurogravis Nederland shall then not be liable for the consequences of the delay insofar as these cannot be attributed to Eurogravis Nederland itself. No damages, penalty or compensation shall be due, subject to mandatory law.

8.5 Exceeding an indicative delivery time

If an indicative delivery time is exceeded, Eurogravis Nederland shall not be in default without prior written notice of default, unless the law or the Agreement provides otherwise. Exceeding the delivery time does not automatically entitle the Buyer to a penalty, damages, suspension or termination. Eurogravis Nederland is not liable for direct, indirect or incidental loss resulting from a delay in delivery, except insofar as mandatory law provides otherwise.

8.6 Strict delivery deadline

Only if Eurogravis Nederland and the Buyer have agreed in writing in advance that a particular delivery time is a strict deadline shall that deadline be binding. If Eurogravis Nederland exceeds that strict deadline and the Goods are not delivered within the agreed period, the Buyer is, insofar as permitted by law, entitled to terminate the Agreement in whole or in part in writing without the need for judicial proceedings. Exceeding a strict delivery deadline does not entitle the Buyer to a penalty or damages, except insofar as mandatory law provides otherwise.

8.7 Partial delivery

Eurogravis Nederland is entitled to supply the Goods or Services in parts and to invoice each delivered part separately. The Buyer is obliged to pay each separate invoice in accordance with Article 10. A partial delivery does not entitle the Buyer to suspend payment for other parts already delivered, unless the law or the Agreement provides otherwise.

Article 9 – Transport/Shipment

9.1 Collection and transport by the Buyer

Standard delivery takes place from Eurogravis Nederland's location. The Buyer must collect the Goods itself or arrange transport itself. Transport and the risk during transport are for the Buyer's account and risk. Eurogravis Nederland has fulfilled its delivery obligation once it has notified the Buyer in writing that the Goods are ready for collection. The Buyer must collect or arrange collection of the Goods within 7 days of that notification. If the Buyer fails to collect the Goods on time, Eurogravis Nederland is entitled to store the Goods for the Buyer's account and risk and to charge the Buyer the storage and other costs reasonably incurred in doing so.

9.2 Transport or shipment by Eurogravis Nederland

If it has been agreed in writing that Eurogravis Nederland will arrange transport or shipment of the Goods for the Buyer, Eurogravis Nederland is entitled to engage a carrier or other third party of its choice for this purpose. The costs of transport, shipment and related services shall be borne by the Buyer, unless otherwise agreed in writing. The Buyer shall provide Eurogravis Nederland in a timely and complete manner with all shipping and delivery instructions necessary for delivery. Eurogravis Nederland is not liable for delay, additional costs or other loss resulting from incorrect, incomplete or untimely instructions or information supplied by the Buyer. Transport shall be at the Buyer's expense and risk, unless otherwise agreed in writing. Eurogravis Nederland is not liable for damage, loss, delay or other consequences caused by or related to the acts or omissions of the carrier engaged, insofar as such loss cannot be attributed to Eurogravis Nederland itself. Delivery shall be deemed to have taken place as soon as the Goods have been handed over to the carrier or made available to the carrier for transport, unless otherwise agreed in writing. A transport or delivery document issued by the carrier may serve as evidence of the transfer or tender of the Goods.

Article 10 - Payment

10.1 Payment terms

Unless other payment terms have been agreed in writing, the Buyer is obliged to pay the agreed amount as follows: one third upon conclusion of the Agreement, one third at the start of performance and the remaining third upon delivery of the Goods. Depending on the nature, size or circumstances of the order, Eurogravis Nederland may require full payment in advance or other payment terms, provided this is communicated to the Buyer in writing.

10.2 Payment period

Insofar as Article 10.1 has not been declared applicable and no other written payment arrangement has been made, amounts due by the Buyer must be paid within 14 days of the invoice date into a bank account designated by Eurogravis Nederland. Eurogravis Nederland is entitled to issue partial invoices at any time, unless otherwise agreed in writing.

10.3 Date of payment

The date of payment shall be the value date on which the payment is credited to Eurogravis Nederland's bank account.

10.4 Objection to an invoice

The Buyer must notify Eurogravis Nederland in writing and with reasons of any objection to an invoice within 7 days of the invoice date. An objection to an invoice does not suspend the Buyer's payment obligation.

10.5 No set-off

The Buyer is not entitled to set off its payment obligations to Eurogravis Nederland against any claim that the Buyer alleges to have against Eurogravis Nederland, nor to suspend any payment, unless mandatory law provides otherwise.

10.6 Deviating payment arrangements

Deviating payment arrangements are valid only if they have been expressly confirmed in writing in advance by Eurogravis Nederland.

10.7 Administration fee for late payment

In the event of late payment, Eurogravis Nederland is entitled to charge an administration fee of €15.00, without prejudice to its other rights, including the right to interest and collection costs.

10.8 Default

If the Buyer fails to pay an amount due on time, the Buyer shall, insofar as permitted by law, be in default without further notice of default once the payment period has expired.

10.9 Allocation of payments

Each payment by the Buyer shall first be applied to the interest owed by the Buyer, then to extrajudicial and judicial collection costs and administration fees, and thereafter to the oldest outstanding principal amount, unless Eurogravis Nederland determines otherwise in writing.

10.10 Statutory commercial interest

If the Buyer fails to pay on time, the Buyer shall owe statutory commercial interest on the outstanding amount from the day on which the Buyer is in default until the day of full payment.

10.11 Collection costs

If Eurogravis Nederland is required to carry out extrajudicial collection activities because the Buyer fails to meet its payment obligations on time, the Buyer shall, insofar as permitted by law, reimburse the related extrajudicial collection costs. If judicial collection is necessary, the related costs shall be borne by the Buyer, insofar as permitted by law.

10.12 Complaints and payment obligation

Complaints, claims, return requests, reported defects or other claims by the Buyer do not entitle the Buyer to suspend payment of an invoice in whole or in part, set off the amount, or withhold payment while the complaint, returned item or claim is still being investigated or assessed by Eurogravis Nederland. The Buyer remains obliged to pay every invoice in full and on time, even if a complaint, return request or damages claim submitted by the Buyer has not yet been finally assessed or resolved, unless Eurogravis Nederland has expressly confirmed in writing that payment of a specific amount may be suspended or insofar as mandatory law provides otherwise. Submission of a complaint, return request or claim does not constitute an admission of liability by Eurogravis Nederland. If, after investigation, it is established that the Buyer is entitled to repair, replacement, a credit or a refund, this shall be handled separately and in accordance with the applicable Agreement and General Terms and Conditions.

Article 11 - Protection of Personal Data

11.1 Protection of personal data

The Parties process personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable laws and regulations concerning the protection of personal data. The Parties shall treat personal data confidentially and take appropriate technical and organisational measures to protect such data against loss, unauthorised access, alteration, disclosure or other forms of unlawful processing. The Parties shall process personal data only insofar as necessary for the performance of the Agreement, compliance with statutory obligations or another lawful purpose. Personal data shall not be retained longer than necessary, unless a statutory retention period applies. The Buyer warrants that it has lawfully obtained any personal data it provides to Eurogravis Nederland and that Eurogravis Nederland may process such data insofar as necessary for the performance of the Agreement.

Article 12 – Force Majeure

12.1 Force majeure and liability

Eurogravis Nederland is not liable for loss and is not obliged to pay damages if and insofar as it is unable to perform its obligations as a result of force majeure. A failure resulting from force majeure cannot be attributed to Eurogravis Nederland insofar as this follows from the applicable law.

12.2 Definition of force majeure

Force majeure means any circumstance outside Eurogravis Nederland's reasonable sphere of influence that prevents or materially hinders the performance of its obligations, insofar as such circumstance may be regarded as force majeure under the applicable law. This may include, among other things: fire, natural disasters, extreme weather conditions, war, terrorism, pandemics, strikes, government measures, sanctions, transport problems, failures of internet, communications or electricity, failures of systems or services supplied by third parties, delays or failures by suppliers, manufacturers or carriers, shortages of raw materials or parts, and other serious disruptions in the supply chain.

12.3 Permanent force majeure

In the event of permanent force majeure, Eurogravis Nederland is entitled to terminate the Agreement in whole or in part by written notice, without Eurogravis Nederland becoming liable for damages as a result, insofar as permitted by law.

12.4 Temporary force majeure

In the event of temporary force majeure, performance of the affected obligations shall be suspended for the duration of the force majeure. The agreed performance periods shall be extended by the period during which Eurogravis Nederland is prevented or delayed by the force majeure. If the force majeure situation lasts longer than three months, both Parties are entitled to terminate the relevant Agreement in whole or in part in writing, without any right to damages, insofar as permitted by law. Goods and Services already supplied or performed by Eurogravis Nederland remain fully payable.

12.5 Partial performance in the event of force majeure

If, as a result of force majeure, Eurogravis Nederland can perform its obligations only in part, it is entitled at its own discretion to determine which obligations it will perform and in what order, taking into account, among other things, available stock, capacity, suppliers and other relevant circumstances. In doing so, it is not obliged to fulfil all Buyer or order relationships to the same extent.

12.6 Invoicing in the event of partial performance

If, when the force majeure occurs, Eurogravis Nederland has already partially performed its obligations, or can perform its obligations only partially, Eurogravis Nederland is entitled to invoice the part already supplied or capable of being performed separately. The Buyer is obliged to pay that invoice as if it related to a separate Agreement.

Article 13 – Retention of Title

13.1 Retention of title

As long as the Buyer has not paid all amounts owed to Eurogravis Nederland under the relevant Agreement, including the purchase price and directly related costs, interest and costs resulting from a failure to perform, Eurogravis Nederland retains title to the Goods supplied, insofar as permitted by law. Title to the Goods shall pass to the Buyer only after all amounts due in respect thereof have been paid in full or sufficient security has been provided, insofar as permitted by law.

13.2 Use, sale, processing and commingling

As long as title to the Goods has not passed to the Buyer, the Buyer is not entitled, outside the ordinary course of business, to sell, pledge, encumber, dispose of, process or commingle the Goods with other goods, unless Eurogravis Nederland has given its express prior written consent or mandatory law permits otherwise. If the Buyer resells the Goods to a third party in the ordinary course of its business, the Buyer shall, to the extent legally possible and at Eurogravis Nederland's first request, pledge or assign the claim against that third party to Eurogravis Nederland as security for Eurogravis Nederland's claims. If the Goods are processed or commingled with other goods, the statutory rules concerning ownership and security shall apply, and the Buyer shall cooperate with any lawful form of security for the benefit of Eurogravis Nederland.

13.3 Pledging or encumbering

As long as title to the Goods has not passed to the Buyer, the Buyer is not entitled to pledge those Goods or create any limited right in them in favour of third parties, unless Eurogravis Nederland has given its express prior written consent.

13.4 Insurance and identifiability

The Buyer is obliged to keep Goods supplied subject to retention of title with due care and clearly identifiable as the property of Eurogravis Nederland. During the period of retention of title, the Buyer shall adequately insure those Goods at its own expense against, among other things, theft, fire and water damage. At Eurogravis Nederland's first request, the Buyer shall provide a copy of the relevant insurance policy and, insofar as legally and technically possible under the insurance, shall cooperate in establishing a right of pledge or other security over the rights and proceeds arising from the relevant insurance.

13.5 Right to repossess

If the Buyer fails to pay on time, experiences payment difficulties, applies for or is granted a suspension of payments, is declared bankrupt, wholly or partly ceases its business, or if there are otherwise well-founded reasons to assume that the Buyer will not meet its payment obligations, Eurogravis Nederland is, insofar as permitted by law, entitled to repossess the Goods subject to retention of title. The Buyer is obliged to provide its full and immediate cooperation and to grant Eurogravis Nederland or third parties designated by it access to the locations where the Goods are situated, insofar as permitted by law.

13.6 Costs relating to retention of title

All reasonable costs incurred by Eurogravis Nederland in connection with exercising, maintaining or enforcing its retention of title, including costs of storage, transport, repossession, investigation and legal or extrajudicial assistance, shall be borne by the Buyer, insofar as permitted by law. This is without prejudice to Eurogravis Nederland's right to compensation for other loss.

13.7 Contractual penalty

If the Buyer fails to comply, or fails to comply fully, with an obligation under this Article, the Buyer shall owe Eurogravis Nederland an immediately payable contractual penalty of €2,500.00 per breach, increased by €250.00 for each day that the breach continues, insofar as permitted by law. This penalty is without prejudice to Eurogravis Nederland's right to compensation for additional loss, costs and interest, insofar as permitted by law.

Article 14 – Complaints and Warranty

14.1 Inspection upon delivery

Upon delivery, the Buyer must immediately and carefully inspect the Goods for visible damage, defects, quantities, specifications, models and other immediately observable deviations. The provisions concerning the transfer of risk in Article 8 remain fully applicable.

14.2 Visible defects

Visible defects, damage, shortages, incorrect quantities, specifications or models must be reported by the Buyer to Eurogravis Nederland in writing no later than upon delivery. If the Buyer fails to do so, the Buyer may no longer rely on such defects or deviations, insofar as this is legally valid under the applicable law.

14.3 Defects not immediately visible

Defects that the Buyer could not reasonably have discovered upon delivery must be reported to Eurogravis Nederland in writing and with reasons as soon as possible after they are discovered or reasonably should have been discovered, together with a clear description of the defect and, where possible, visual material. The notification must provide Eurogravis Nederland with sufficient information to investigate the complaint.

14.4 Investigation and handling

Eurogravis Nederland shall investigate a complaint that has been reported correctly and on time within a reasonable period. If the investigation shows that the complaint is justified and Eurogravis Nederland is responsible for it, Eurogravis Nederland shall handle the complaint within the limits of the Agreement and applicable law. Where repair or replacement is required by law, the statutory rules shall be observed.

14.5 Duty to complain

The Buyer must report complaints and claims relating to the supplied Goods or Services to Eurogravis Nederland in writing and with reasons as soon as possible after they are discovered or reasonably should have been discovered. In the absence of timely notification, the Buyer may no longer rely on the relevant defect or circumstance, insofar as this is legally valid under the applicable law.

14.6 Improper use

The Buyer cannot make a complaint or warranty claim insofar as a defect or damage results from improper, careless or unskilled use, assembly, installation, processing, handling or storage, use contrary to the instructions or specifications of Eurogravis Nederland or the manufacturer, normal wear and tear, modifications or repairs carried out without Eurogravis Nederland's prior written consent, or other circumstances that cannot be attributed to Eurogravis Nederland.

14.7 Late complaint

If the Buyer does not complain on time and in the prescribed manner, the Buyer may no longer rely on the relevant defect or circumstance, insofar as this is legally valid under the applicable law.

14.8 Returns

Goods may be returned only with Eurogravis Nederland's prior written consent. Where applicable, Eurogravis Nederland shall determine the manner in which and the address to which the Goods must be returned. Returns sent without prior consent may be refused by Eurogravis Nederland or stored at the Buyer's expense and risk. The costs of a return shipment shall be borne by the Buyer, unless otherwise agreed in writing or reimbursement is required under mandatory law.

14.9 Investigation of a complaint

Upon receipt of a complaint, Eurogravis Nederland has the right to investigate whether it is well-founded. The Buyer shall provide its full and reasonable cooperation and, where reasonably necessary, allow Eurogravis Nederland to inspect, test or have the Goods examined. The Buyer must keep the relevant Goods available until Eurogravis Nederland has completed the investigation, except where this cannot reasonably be required of the Buyer.

14.10 Additional costs in the event of a complaint

In the event of a justified complaint, Eurogravis Nederland has the right, within the limits of the applicable law and the Agreement, to determine the manner in which the complaint will be handled. The Buyer is not entitled, without Eurogravis Nederland's prior express written consent, to have work carried out by third parties or to incur costs and subsequently charge those costs to Eurogravis Nederland. All additional costs, including assembly, disassembly, installation, removal, reinstallation, labour, diagnosis, investigation, technical support, transport, travel time, downtime, replacement parts, rental of replacement equipment, consequential loss, loss of turnover and loss of profit, shall be for the Buyer's account and risk, unless Eurogravis Nederland has agreed in writing in advance to reimburse such costs or reimbursement cannot validly be excluded under mandatory law. The Buyer must give Eurogravis Nederland the opportunity to investigate the complaint and offer an appropriate solution before repair or replacement work is carried out, except where this cannot reasonably be required of the Buyer.

14.11 Commercial warranty and warranty conditions

1. A commercial warranty from Eurogravis Nederland applies only if and insofar as it has been expressly confirmed to the Buyer in writing and subject to the conditions stated therein.

2. If a manufacturer or supplier provides a warranty, the applicable warranty conditions and limitations of that manufacturer or supplier shall apply, insofar as they are legally valid and have been made known to the Buyer. The scope of such a warranty may differ by product and warranty case.

3. A warranty on assembly or work performed does not automatically include a separate warranty on the part supplied, and vice versa, unless otherwise agreed in writing.

4. Repair or replacement of Goods does not automatically result in a new or extended commercial warranty period, unless otherwise agreed in writing or mandatory law provides otherwise.

5. This Article is without prejudice to the statutory rights and obligations of the Parties that cannot be excluded or limited under mandatory law.

14.12 Claims against the manufacturer or supplier

If a manufacturer or supplier directly offers a warranty or other arrangement in respect of the supplied Goods, the Buyer must make use of it if and insofar as Eurogravis Nederland can reasonably require the Buyer to do so. Eurogravis Nederland may assist the Buyer in this regard. This is without prejudice to the rights and obligations of the Parties under the Agreement and applicable law.

Article 15 - Termination and/or Right of Suspension

15.1 Suspension in the event of non-performance

If the Buyer fails to perform, fails to perform on time or fails to perform fully one or more of its obligations to Eurogravis Nederland, Eurogravis Nederland is, without prejudice to its other rights, entitled to suspend its obligations to the Buyer in whole or in part until the Buyer has fully performed its obligations. If the Buyer is in default, all due and payable claims of Eurogravis Nederland against the Buyer shall become immediately payable, insofar as permitted by law.

15.2 Extrajudicial termination

Without prejudice to its other rights, Eurogravis Nederland is entitled to terminate the Agreement in whole or in part by written extrajudicial notice if: A. there is permanent force majeure as referred to in Article 12; B. the Buyer is granted a suspension of payments, the Buyer's bankruptcy is applied for or the Buyer files for its own bankruptcy, the Buyer offers a composition to its creditors, or other circumstances arise from which it can reasonably be concluded that the Buyer will no longer be able to perform its obligations; C. the Buyer's business is liquidated, the business activities are wholly or largely discontinued, or the Buyer relocates its business to another location as a result of which performance of the Agreement is reasonably jeopardised; D. the Buyer, after having been requested to do so by Eurogravis Nederland, fails to provide the requested security for performance of its obligations or the security provided proves insufficient.

15.3 Buyer's obligations after termination

If a situation as referred to in Article 15.2 occurs, the Buyer must immediately inform Eurogravis Nederland thereof in writing and, pending further instructions, take all reasonable measures to protect the interests of Eurogravis Nederland and its property.

15.4 Consequences of termination due to non-performance

If Eurogravis Nederland terminates the Agreement due to a failure or default by the Buyer, it is entitled to repossess the Goods supplied insofar as it owns them or has other lawful claims to them. In addition, the Buyer is obliged to compensate Eurogravis Nederland for the loss and costs it incurs as a result of the failure or termination, insofar as permitted by law.

15.5 Other circumstances

Eurogravis Nederland is furthermore entitled to terminate the Agreement in whole or in part if circumstances arise of such a nature that performance of the Agreement has become impossible or that Eurogravis Nederland cannot reasonably be required to maintain the Agreement unchanged, insofar as permitted by law.

15.6 No liability in the event of suspension or termination

If Eurogravis Nederland lawfully suspends its obligations or lawfully terminates the Agreement under this Article, it is not obliged to compensate the Buyer for any loss or costs incurred as a result, insofar as permitted by law.

15.7 Immediately payable claims

If Eurogravis Nederland terminates the Agreement, all amounts then due and all other claims of Eurogravis Nederland against the Buyer remain fully due and shall become immediately payable, insofar as permitted by law.

15.8 Costs resulting from suspension

If Eurogravis Nederland lawfully suspends its obligations due to a failure by the Buyer, the reasonable additional costs arising as a result shall be borne by the Buyer, insofar as those costs can be attributed to the Buyer's failure and may lawfully be passed on.

15.9 Doubts about ability to pay

If Eurogravis Nederland has reasonable grounds to doubt the Buyer's ability to pay, Eurogravis Nederland is entitled to suspend performance of the Agreement in whole or in part until the Buyer has provided sufficient security for performance of its payment obligations. In that case, Eurogravis Nederland is not obliged to compensate any loss or costs arising from the suspension, insofar as permitted by law. Any reasonable additional costs directly resulting from the suspension shall be borne by the Buyer, insofar as permitted by law.

Article 16 - Liability

16.1 Incorrect information supplied by the Buyer

Eurogravis Nederland is not liable for loss resulting from incorrect, incomplete or misleading data or information supplied by the Buyer, insofar as such loss can be attributed to that data or information. The Buyer is responsible for the accuracy and completeness of the data and information it supplies.

16.2 Indirect and consequential loss

Eurogravis Nederland is, insofar as permitted by law, not liable for indirect or consequential loss, including business interruption loss, loss of production, downtime, loss of turnover, loss of profit, lost savings and loss resulting from third-party claims. Insofar as Eurogravis Nederland is liable for direct loss arising from or related to the performance of the Agreement, the limitation of liability set out in Article 16.5 shall apply. The foregoing does not apply insofar as the loss results from intent or deliberate recklessness on the part of Eurogravis Nederland's management, or insofar as an exclusion or limitation of liability is not permitted under mandatory law.

16.3 Indemnity by the Buyer

The Buyer shall indemnify Eurogravis Nederland against third-party claims relating to the use, processing, assembly, resale or further supply by the Buyer of Goods or Services supplied by Eurogravis Nederland, insofar as such claims result from an act or omission by the Buyer, a breach of the Buyer's contractual obligations, or the Buyer's failure to comply with applicable statutory requirements. This indemnity does not apply insofar as the claim results from an attributable failure by Eurogravis Nederland or insofar as the indemnity cannot be invoked under mandatory law.

16.4 Force majeure

Eurogravis Nederland is not liable for loss resulting from a failure to perform its obligations insofar as that failure results from force majeure within the meaning of the applicable law. Force majeure includes circumstances outside Eurogravis Nederland's reasonable control that prevent or materially hinder performance of the Agreement, including transport disruptions, delays by suppliers, government measures, war, sanctions, fire, natural disasters, pandemics, strikes and serious disruptions in the supply of raw materials or parts, insofar as such circumstances may legally be regarded as force majeure. During the period of force majeure, the affected obligations shall be suspended insofar as the force majeure prevents their performance. This is without prejudice to the Parties' other statutory rights.

16.5 Limitation of liability and additional costs

Insofar as permitted by law, Eurogravis Nederland's liability is limited to direct loss arising directly from the relevant Agreement. Eurogravis Nederland is not liable for additional costs or for indirect loss, including costs of assembly, disassembly, installation, removal, reinstallation, labour, diagnosis, investigation by third parties, technical support, transport, travel time, downtime, replacement parts, rental of replacement equipment, loss of production, loss of turnover, loss of profit and third-party claims, unless Eurogravis Nederland has expressly agreed in writing in advance to reimburse the relevant costs or reimbursement is required under mandatory law. The Buyer is not entitled to have such work carried out by third parties or to incur such costs and subsequently charge them to Eurogravis Nederland without first having given Eurogravis Nederland the opportunity in writing to investigate the complaint and offer an appropriate solution, except in cases where this cannot reasonably be required of the Buyer. Insofar as Eurogravis Nederland is liable for direct loss, that liability is limited to the amount actually paid out by its liability insurer, increased by any applicable deductible, insofar as permitted by law. If no insurance payment is made, liability is limited to the invoice amount excluding VAT of the relevant Agreement, or the part thereof to which the liability relates. The limitations set out in this Article apply only insofar as they are legally valid under the applicable law.

16.6 Complaints and claims

The Buyer must report complaints and claims relating to the supplied Goods or Services to Eurogravis Nederland in writing and with reasons as soon as possible after they are discovered or reasonably should have been discovered, so that Eurogravis Nederland can investigate the complaint and, where necessary, take appropriate measures. In the absence of timely notification, the Buyer may no longer rely on the relevant defect or circumstance, insofar as this is legally valid under the applicable law. Statutory complaint, limitation and expiry periods that apply under mandatory law remain unaffected.

16.7 Third-party beneficiary clause

The provisions of this Article also apply for the benefit of all employees of Eurogravis Nederland and all natural and legal persons whose services Eurogravis Nederland uses in the performance of the Agreement, as well as the companies belonging to the group of which Eurogravis Nederland forms part. These persons and companies may invoke against the Buyer the exclusions, limitations, defences and expiry and complaint periods set out in this Article, insofar as legally permitted.

Article 17 Sanctioned Countries and Entities

17.1 Compliance with Sanctions Regulations

Eurogravis Nederland strictly complies with the Sanctions Regulations.

17.2 Prohibited transactions and sanctions

Pursuant to these Sanctions Regulations, Eurogravis Nederland (i) does not enter into transactions with countries included in the national or international lists of sanctioned countries and (ii) does not sell, export or re-export to any entity subject to sanctions, including economic sanctions, trade embargoes or other restrictive measures imposed pursuant to the Sanctions Regulations, or to any legal or natural person, its subsidiaries or parent entity, members of its governing bodies, or any person or entity acting on its behalf, with whom the Sanctions Regulations prohibit transactions.

17.3 Resupply to sanctioned countries and entities

Under the Sanctions Regulations, the Buyer is also prohibited from supplying onward and/or selling Goods supplied by Eurogravis Nederland to a sanctioned country and/or entity included in the lists of sanctioned countries and entities drawn up pursuant to the Sanctions Regulations. The Buyer undertakes to impose the same written obligation on its customers (and their legal successors) with whom it enters into an Agreement in connection with the sale and/or supply of the relevant Goods (chain clause).

17.4 Indemnity for breach of Sanctions Regulations

Eurogravis Nederland is not liable for any onward supply or sale by the Buyer in breach of the Sanctions Regulations. The Buyer shall indemnify Eurogravis Nederland against all direct and indirect loss - in the broadest sense of the term - suffered or that may be suffered by Eurogravis Nederland as a result of a breach of this Article.

17.5 Withdrawal, refusal or termination

Eurogravis Nederland has the right to withdraw an Offer, refuse a delivery and/or terminate an Agreement if it reasonably suspects that the Buyer has not complied, is not complying or will not comply fully with the Sanctions Regulations in respect of Goods already supplied or still to be supplied.

17.6 Consequences of a sanctions breach

If an Offer is withdrawn, a delivery is refused and/or an Agreement is terminated pursuant to this Article, the Buyer cannot claim damages or a full or partial refund of the price paid by the Buyer. Any loss, whether direct or indirect, suffered or to be suffered by Eurogravis Nederland as a result of the Buyer's breach of this Article shall be recovered by Eurogravis Nederland from the Buyer in full.

17.7 Indemnity in the event of sanctions or restrictions

If Eurogravis Nederland or an affiliated entity or person, as a result of the Buyer's failure to perform its obligations and/or the Buyer's breach of the Sanctions Regulations, itself becomes subject to any restrictions, sanctions or limitations, the Buyer shall be responsible to and indemnify Eurogravis Nederland and/or the affiliated entity or person against, among other things, all direct and indirect loss in the broadest sense of the term (including claims, lawyers' fees, judicial and extrajudicial costs, charges, fines, loss of turnover and liabilities of any kind) arising from or related to such restrictions or sanctions.

17.8 Amendment of Sanctions Regulations

Insofar as the Sanctions Regulations, such as the Sanctions Act 1977, are replaced by new laws or regulations in that field, the most current legislation shall always apply and shall apply directly to the contractual relationship between Eurogravis Nederland and the Buyer.

Article 18 - Miscellaneous Provisions

18.1 Assignment by Eurogravis Nederland

Eurogravis Nederland is entitled to assign its rights under the Agreement to a third party and, insofar as permitted by law, to transfer its legal relationship with the Buyer in whole or in part to a third party. The Buyer hereby gives its cooperation and consent in advance.

18.2 Termination by the Buyer

After the Agreement has been concluded, the Buyer may not unilaterally cancel or terminate the Agreement unless Eurogravis Nederland has expressly agreed to this in writing in advance or the Buyer is entitled to do so under mandatory law. If Eurogravis Nederland agrees to cancellation or termination, it may attach conditions thereto, including reimbursement of costs already incurred, due and non-cancellable.

18.3 Takeover or continuation of the Buyer's business

If the Buyer's business or part thereof, irrespective of its legal form, is continued, taken over, merged or contributed to another business, the original Buyer and the successor business shall remain jointly and severally liable for performance of the obligations towards Eurogravis Nederland, insofar as permitted by law.

18.4 Multiple Buyers

If an Agreement is entered into with two or more Buyers, each of them shall be jointly and severally liable for full performance of all obligations under the Agreement, insofar as permitted by law.

18.5 Invalid provision

If any provision of these General Terms and Conditions proves to be wholly or partly null and void, voidable or otherwise invalid, the remaining provisions shall remain in full force and effect. The Parties shall replace the relevant provision with a valid provision that corresponds as closely as possible to the purport and purpose of the original provision.

18.6 Applicable law

All Agreements between Eurogravis Nederland and the Buyer are governed exclusively by Dutch law, excluding rules of private international law insofar as they would lead to the application of another law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The Dutch text of these General Terms and Conditions is binding and prevails over any translations thereof.

18.7 Competent court

All disputes arising from or related to these General Terms and Conditions, an Offer, an Agreement or related legal acts shall be submitted exclusively to the competent court in the district in which Eurogravis Nederland has its registered office, insofar as permitted by law. This is without prejudice to mandatory rules concerning international jurisdiction.

18.8 Filing

These General Terms and Conditions have been filed with the Dutch Chamber of Commerce under number 75763699.