WPL Industries BV General Terms and Conditions issued on January 1st, 2023
(General Terms of Delivery)

Article 1: Applicability
1.1. These terms and conditions apply to all offers and all agreements entered into by WPL Industries, as well as any agreements arising therefrom, insofar as WPL Industries acts as supplier or contractor.
1.2. WPL Industries using these terms is designated as "Contractor", and the other party is referred to as "Client".
1.3. In the event of a contradiction between the contents of the agreement concluded between the Client and the Contractor and these terms and conditions, the provisions of the agreement shall prevail.

Article 2: Offers
2.1. All offers are non-binding.
2.2. If the Client provides data, drawings, or similar information to the Contractor, the Contractor may rely on their accuracy and completeness and will base their offer on this.
2.3. The prices stated in the offer are based on delivery ex works, at the Contractor’s location, in accordance with Incoterms 2010. Prices are exclusive of VAT and packaging.
2.4. If the Client does not accept the Contractor's offer, the Contractor has the right to charge the Client for all costs incurred in making the offer.

Article 3: Intellectual Property Rights
3.1. Unless otherwise agreed in writing, the Contractor remains the owner of the copyright and all industrial property rights relating to the offers made, designs provided, images, drawings, (prototype) models, software, and related items.
3.2. The rights to data referred to in paragraph 1 of this article remain the property of the Contractor, regardless of whether production costs have been charged to the Client. Such data may not be copied, used, or shown to third parties without prior explicit written consent from the Contractor. In the event of breach, the Client owes the Contractor an immediately payable penalty of €25,000 per violation, which may be claimed alongside statutory damages.
3.3. The Client grants the Contractor permission to use media of the delivered product on-site for commercial purposes and agrees that the Contractor may use the Client as a reference.
3.4. The Client must return the data provided as referred to in paragraph 1 of this article upon first request within the period specified by the Contractor. For breaches, the Client owes an immediately payable penalty of €1,000 per day, which may be claimed alongside statutory damages.

Article 4: Advice and Information Provided
4.1. The Client cannot derive any rights from advice and information provided by the Contractor if these do not relate to the assignment.
4.2. If the Client provides data, drawings, or similar information, the Contractor may rely on their accuracy and completeness during execution of the agreement.
4.3. The Client indemnifies the Contractor against any third-party claims related to the use of advice, drawings, calculations, designs, materials, samples, models, and similar items provided by or on behalf of the Client.

Article 5: Delivery Time / Execution Period
5.1. The delivery time and/or execution period are estimated by the Contractor in approximation.
5.2. The Contractor assumes that the assignment can be carried out under the conditions known to them at that time when determining the delivery time and/or execution period.
5.3. Delivery time and/or execution period commence only once agreement has been reached on all commercial and technical details, all necessary data and approved drawings have been delivered to the Contractor, the agreed (instalment) payment has been received, and all conditions required for performance are fulfilled.
5.4.
a. If circumstances arise that differ from those known to the Contractor at the time of determining delivery time and/or execution period, the Contractor may extend the delivery time and/or execution period accordingly. If the work cannot be accommodated in the Contractor’s schedule, execution will occur when scheduling allows.
b. For additional work, delivery time and/or execution period will be extended by the time needed to procure materials and parts and to perform the additional work. If the work cannot be scheduled, it will be performed when possible.
c. In case of suspension of obligations by the Contractor, delivery time and/or execution period will be extended by the suspension period. Work proceeds when scheduling allows.
d. Delivery time and/or execution period will be extended for delays due to unworkable weather.
5.5. The Client must pay all costs incurred by the Contractor resulting from delay in delivery time and/or execution period as described.
5.6. Exceeding the delivery time and/or execution period does not entitle the Client to compensation or dissolution.

Article 6: Transfer of Risk
6.1. Delivery occurs ex works, at the Contractor's location, per Incoterms 2010. Risk transfers to the Client when the Contractor makes the item available.
6.2. Regardless of paragraph 1, parties may agree the Contractor arranges transport. Storage, loading, transport, and unloading risks remain with Client, who may insure these risks.
6.3. In case of trade-in and the Client retains the trade-in item until delivery of the new item, the risk remains with the Client until handed over to the Contractor. If trade-in cannot be delivered as agreed, the Contractor may terminate the agreement.

Article 7: Price Changes
7.1. The Contractor may pass on increases in cost-determining factors occurring after the agreement's conclusion to the Client.
7.2. The Client must pay the price increase at the Contractor's discretion:
a. When the price increase occurs;
b. With payment of the principal;
c. At the next agreed payment term.

Article 8: Force Majeure
8.1. The Contractor may suspend obligations if temporarily prevented from performing contractual obligations due to force majeure.
8.2. Force majeure includes (but is not limited to): suppliers or subcontractors failing to fulfil obligations, weather, earthquakes, fire, power outage, loss or theft of tools/materials, road closures, strikes, interruptions, and import/trade restrictions.
8.3. The right of suspension ends if the impossibility of fulfilment lasts more than six months. After this period, both parties may terminate the agreement immediately for unfulfilled obligations.
8.4. If performance is permanently impossible due to force majeure, both parties may terminate the agreement immediately for unfulfilled obligations.
8.5. There is no right to compensation for damages due to suspension or termination as described.

Article 9: Scope of Work
9.1. The Client must ensure all necessary permits, exemptions, and licenses for execution are obtained in good time, and provide copies to the Contractor on request.
9.2. The price does not include:
a. Groundwork, piling, demolition, foundation, masonry, carpentry, plastering, painting, wallpapering, repair or other construction work;
b. Costs for connecting gas, water, electricity, or infrastructure;
c. Costs to prevent or limit damage to items present at or near the worksite;
d. Costs of removal of materials, building materials or waste;
e. Travel and accommodation expenses.

Article 10: Changes in Work
10.1. Changes result in additional or reduced work if:
a. There is a change in design, specifications, or technical description;
b. Provided information by the Client does not match reality;
c. Estimated quantities deviate by more than 10%.
10.2. Additional work is charged based on the factors applicable at the time; reductions based on those at agreement conclusion.
10.3. The Client must pay for additional work at the Contractor’s discretion:
a. When additional work occurs;
b. With main sum payment;
c. At the next agreed payment term.
10.4. If reductions exceed additions, the Contractor may charge 10% of the difference; except for reductions requested by the Contractor.

Article 11: Execution of Work
11.1. Client ensures Contractor can work undisturbed at the scheduled time and has required facilities:
a. Gas, water, electricity;
b. Heating;
c. Lockable dry storage;
d. Facilities prescribed by law.
11.2. The Client bears risk and liability for loss, theft, burning, or damage to items belonging to any party located at or near the worksite.
11.3. The Client must be adequately insured for these risks and provide copies of policies and proof of payment on request; must also report any damages immediately for processing.
11.4. If the Client fails to fulfil obligations, causing delay, work will commence when obligations are fulfilled and scheduling allows. The Client is liable for all resulting damages.

Article 12: Completion of Work
12.1. Work is considered complete:
a. When the Client has approved the work;
b. When the work is put into use by the Client (partial use counts as partial completion);
c. If the Contractor has notified the Client in writing that work is completed and the Client does not respond in writing within 14 days;
d. If minor deficiencies or missing parts not hindering use remain, and these can be remedied within 30 days.
12.2. If the Client does not approve the work, they must notify the Contractor in writing with reasons and allow opportunity for delivery.
12.3. The Client indemnifies the Contractor against third-party claims for damage to unfinished parts caused by use of completed parts.

Article 13: Liability
13.1. In the event of an attributable failure, the Contractor is required to fulfil contractual obligations.
13.2. Liability is limited to damages covered by insurance, up to the insured amount paid.
13.3. If no such limitation applies, liability is capped at 15% of the order sum (excluding VAT), or of the part in question for orders with multiple parts.
13.4. The following are not eligible for compensation:
a. Consequential damages (e.g. delays, production loss, lost profits, transport, travel expenses). The Client may insure these;
b. Damage to items being worked on or near the worksite;
c. Damage caused by intent or wilful recklessness of non-management staff.
13.5. Contractor is not liable for damage to Client-supplied materials from faulty processing.
13.6. The Client indemnifies the Contractor against third-party claims for product liability relating to materials/products supplied by Contractor.

Article 14: Warranty and Other Claims
14.1. Unless otherwise agreed in writing, the Contractor guarantees performance for six months after completion/delivery. Other term agreements still apply to this article’s provisions.
14.2. For non-conforming performance, Contractor will either remedy or credit an invoice portion. Remedy is at Contractor’s discretion for method and timing. If Client provided materials for processing, they must supply replacement at own cost/risk.
14.3. Parts or materials repaired/replaced by Contractor must be returned by Client.
14.4. At Client’s expense:
a. All transport or shipping costs;
b. Costs for disassembly and assembly;
c. Travel and accommodation expenses.
14.5. Client must give Contractor opportunity to remedy any defect or perform process again.
14.6. Client’s warranty claims are only valid if all obligations to Contractor are met.
14.7.
a. No warranty given for defects caused by: normal wear and tear, improper use, lack of or improper maintenance, installation or repairs by Client/third parties, or defects in materials supplied or specified by Client.
b. No warranty for: items not new at delivery, inspection/repair of client’s items, parts covered by manufacturer warranties.
14.8. Paragraphs 2-7 also apply for claims based on breach, non-conformity, or other grounds.
14.9. Rights under this article are non-transferable.
14.10. Written agreements, order confirmations, cooperation agreements, NDAs, or other contracts covering WPL Industries product/service delivery are binding and form part of the agreement. Changes are only valid if expressly agreed upon in writing by both parties.

Article 15: Complaints
15.1. Complaint about performance must be submitted in writing within fourteen days of discovery; otherwise, rights lapse.
15.2. Invoice complaints must be submitted in writing within the payment term, or rights lapse. If the term exceeds 30 days, Client must complain within 30 days of invoice date.

Article 16: Goods Not Taken
16.1. Upon expiry of the delivery or execution period, Client is obliged to take delivery at the agreed place.
16.2. Client must cooperate to facilitate delivery.
16.3. Goods not taken are stored at Client’s expense and risk.
16.4. For breach of sections 1 and/or 2, Client owes a penalty of €250 per day (maximum €25,000), which may be claimed alongside damages.

Article 17: Payment
17.1. Payment is to be made at the Contractor’s establishment or to a designated account.
17.2. Unless otherwise agreed:
a. Counter sales paid in cash;
b. Instalment payments:
– 40% at assignment;
– 50% after material supply or, if not included, after work commencement;
– 10% upon completion;
c. Otherwise, within thirty days of invoice date.
17.3. If the Client fails to meet payment obligations, and at Contractor’s request, payment may be settled by transfer-in-payment.
17.4. The Client shall not suspend or offset payments, except in case of insolvency or statutory debt restructuring of the Contractor.
17.5. All amounts due become immediately payable if:
a. A payment term is exceeded;
b. Bankruptcy or suspension of payment is requested;
c. Attachment is levied on Client’s assets/receivables;
d. Client (entity) is dissolved or liquidated;
e. Client (individual) requests debt restructuring, guardianship, or is deceased.
17.6. If payment is not made on time, the Client owes immediate interest of 12% per annum, or the statutory rate if higher. Partial months count as full months.
17.7. Contractor may offset debts owed to Client against claims from affiliated companies.
17.8. If payment is not made on time, the Client owes all extrajudicial costs with a minimum of €75, calculated per the specified table (15% on first €3,000; etc.). If actual costs are higher, the full amount is owed.
17.9. If Contractor is successful in legal proceedings, all related costs are borne by the Client.
17.10. The Contractor also reserves the right to claim against affiliated companies of the Client where permitted by law or jurisprudence.

Article 18: Securities
18.1. Regardless of agreed payment terms, the Client must provide satisfactory security for payment upon first request; failure constitutes default, entitling Contractor to dissolve the agreement and claim damages.
18.2. The Contractor retains ownership of goods delivered until all obligations under any agreement (including damages, penalties, interest, costs arising from defaults) are fulfilled.
18.3. As long as retention of title applies, Client may not encumber or dispose of goods outside the normal course of business.
18.4. Upon invoking retention of title, the Contractor may retrieve delivered goods; Client must cooperate.
18.5. The Contractor has a lien and right of retention over all goods held, for all claims against the Client.
18.6. If obligations are subsequently breached, retention of title revives.

Article 18.7 – Securities in Case of Financial Risk or Affiliation
If the Client defaults or if there is reasonable concern about insolvency, Contractor may require a related company of the Client as defined in article 2:24b and 2:24c Dutch Civil Code to act as guarantor or accept joint liability. If not fulfilled, Contractor may suspend or dissolve the agreement without liability.

Article 19: Termination of Agreement
If the Client terminates the agreement for reasons other than Contractor’s default, and if Contractor consents, the agreement is terminated by mutual consent. Contractor is entitled to compensation for all financial losses, including lost profit and incurred costs.
19.2. If an order/agreement signed by the Client is cancelled without Contractor’s fault:
a. Within three (3) weeks of signing, Client owes fixed compensation of 75% of the total order price;
b. After three (3) weeks, Client owes 100% of the order price.
Compensation may be increased if actual damages exceed the percentages specified.

Article 20: Governing Law and Jurisdiction
20.1. Dutch law applies.
20.2. The CISG (Vienna Convention) and any other international regulation may be excluded where permitted.
20.3. Only the Dutch civil court competent in Contractor’s place of establishment has jurisdiction, unless mandatory law dictates otherwise. Contractor may deviate from this and apply legal jurisdiction rules.