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

Article 1: Applicability
1.1. These terms and conditions apply to all offers and agreements entered into by WPL Industries, as well as to all agreements that may result from them, insofar as WPL Industries is the offeror or supplier.

1.2. WPL Industries, which uses these terms, is referred to as the "Contractor." The other party is referred to as the "Client."

1.3. In the event of any conflict between the content of the agreement concluded between the Client and the Contractor and these terms, the provisions of the agreement shall prevail.

Article 2: Offers
2.1. All offers are non-binding.

2.2. If the Client provides the Contractor with data, drawings, or similar information, the Contractor may rely on the accuracy and completeness thereof and will base its offer on such information.

2.3. The prices stated in the offer are based on delivery ex works, at the Contractor’s place of establishment, in accordance with Incoterms 2010. The prices exclude turnover tax and packaging.

2.4. If the Client does not accept the Contractor’s offer, the Contractor is entitled to charge the Client for all costs incurred in preparing the offer.

Article 3: Intellectual Property Rights
3.1. Unless otherwise agreed in writing, the Contractor retains the copyrights and all industrial property rights to the offers made, designs provided, images, drawings, (test) models, software, and similar items.

3.2. The rights to the data referred to in paragraph 1 of this article remain the property of the Contractor, regardless of whether costs for their production have been charged to the Client. These data may not be copied, used, or shown to third parties without the Contractor’s prior express written consent. The Client shall owe the Contractor an immediately payable penalty of €25,000 per violation of this provision. This penalty may be claimed in addition to damages based on the law.

3.3. The Client grants the Contractor permission to use media of the delivered product at the location for commercial purposes and agrees that the Contractor may use the Client as a reference.

3.4. The Client must return the data provided to them as referred to in paragraph 1 of this article upon the Contractor’s first request within the time period set by the Contractor. In case of a violation of this provision, the Client shall owe the Contractor an immediately payable penalty of €1,000 per day. This penalty may be claimed in addition to damages based on the law.

Article 4: Advice and Information Provided
4.1. The Client cannot derive any rights from advice or information provided by the Contractor if it is unrelated to the assignment.

4.2. If the Client provides the Contractor with data, drawings, or similar information, the Contractor may rely on their accuracy and completeness in performing the agreement.

4.3. The Client indemnifies the Contractor against any claims from third parties regarding the use of advice, drawings, calculations, designs, materials, samples, models, or similar items provided by or on behalf of the Client.

Article 5: Delivery Time / Performance Period
5.1. The delivery time and/or performance period are determined by the Contractor on an approximate basis.

5.2. In determining the delivery time and/or performance period, the Contractor assumes that it can perform the assignment under the circumstances known to it at that time.

5.3. The delivery time and/or performance period commence only when agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings, and similar items are in the Contractor’s possession, the agreed (partial) payment has been received, and the necessary conditions for the performance of the assignment have been met.

5.4.
a. If circumstances arise that differ from those known to the Contractor when determining the delivery time and/or performance period, the Contractor may extend the delivery time and/or performance period by the time needed to perform the assignment under these circumstances. If the work cannot be scheduled within the Contractor’s planning, it will be carried out as soon as the planning allows.
b. In case of additional work, the delivery time and/or performance period will be extended by the time the Contractor needs to (have) deliver the materials and parts for such work and to perform the additional work. If the additional work cannot be scheduled within the Contractor’s planning, it will be carried out as soon as the planning allows.
c. In case of suspension of obligations by the Contractor, the delivery time and/or performance period will be extended by the duration of the suspension. If the continuation of the work cannot be scheduled within the Contractor’s planning, it will be carried out as soon as the planning allows.
d. In case of unworkable weather, the delivery time and/or performance period will be extended by the resulting delay.

5.5. The Client is obliged to cover all costs incurred by the Contractor due to a delay in the delivery time and/or performance period as referred to in paragraph 4 of this article.

5.6. Exceeding the delivery time and/or performance period does not entitle the Client to compensation or termination of the agreement.

Article 6: Transfer of Risk
6.1. Delivery takes place ex works, at the Contractor’s place of establishment, in accordance with Incoterms 2010. The risk of the item transfers at the moment the Contractor makes it available to the Client.

6.2. Notwithstanding the provisions of paragraph 1 of this article, the Client and Contractor may agree that the Contractor will arrange for transport. In that case, the risk of storage, loading, transport, and unloading rests with the Client. The Client may insure against these risks.

6.3. If there is a trade-in and the Client retains the item to be traded in pending delivery of the new item, the risk of the item to be traded in remains with the Client until they have transferred it to the Contractor’s possession. If the Client cannot deliver the item to be traded in the condition it was in when the agreement was concluded, the Contractor may terminate the agreement.

Article 7: Price Changes
7.1. The Contractor may pass on to the Client any increase in cost-determining factors that occurs after the conclusion of the agreement.

7.2. The Client is obliged to pay the price increase as referred to in paragraph 1 of this article at one of the following times, at the Contractor’s discretion:
a. when the price increase occurs;
b. simultaneously with the payment of the principal amount;
c. at the next agreed payment term.

Article 8: Force Majeure
8.1. The Contractor is entitled to suspend the performance of its obligations if it is temporarily prevented from fulfilling its contractual obligations towards the Client due to force majeure.

8.2. Force majeure includes, but is not limited to, circumstances such as failure or untimely performance by suppliers, subcontractors, or transporters engaged by the Contractor, weather conditions, earthquakes, fire, power outages, loss, theft or destruction of tools or materials, road blockades, strikes or work stoppages, and import or trade restrictions.

8.3. The Contractor is no longer entitled to suspend performance if the temporary inability to perform lasts more than six months. The Client and Contractor may terminate the agreement with immediate effect after this period, but only for the part of the obligations that have not yet been fulfilled.

8.4. If performance becomes permanently impossible due to force majeure, both parties are entitled to terminate the agreement with immediate effect for the part of the obligations that have not yet been fulfilled.

8.5. The parties are not entitled to compensation for damage suffered or to be suffered as a result of the suspension or termination referred to in this article.

Article 9: Scope of Work
9.1. The Client must ensure that all permits, exemptions, and other authorizations necessary to carry out the work are obtained in a timely manner. The Client is obliged to send a copy of the aforementioned documents to the Contractor upon its first request.

9.2. The price of the work does not include:
a. costs for groundwork, piling, cutting, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repair work, or other construction work;
b. costs for connecting gas, water, electricity, or other infrastructural facilities;
c. costs to prevent or limit damage to items present at or near the work;
d. costs for the removal of materials, building materials, or waste;
e. travel and accommodation costs.

Article 10: Changes in the Work
10.1. Changes in the work will, in any case, result in additional or reduced work if:
a. there is a change in the design, specifications, or schedule of conditions;
b. the information provided by the Client does not correspond to reality;
c. estimated quantities deviate by more than 10%.

10.2. Additional work will be calculated based on the cost-determining factors applicable at the time the additional work is performed. Reduced work will be settled based on the cost-determining factors applicable at the time the agreement was concluded.

10.3. The Client is obliged to pay the price of the additional work as referred to in paragraph 1 of this article at one of the following times, at the Contractor’s discretion:
a. when the additional work occurs;
b. simultaneously with the payment of the principal amount;
c. at the next agreed payment term.

10.4. If the total of the reduced work exceeds that of the additional work, the Contractor may charge the Client 10% of the difference during the final settlement. This provision does not apply to reduced work resulting from a request by the Contractor.

Article 11: Execution of the Work
11.1. The Client shall ensure that the Contractor can perform its work uninterrupted and at the agreed time and that it has access to the necessary facilities during the execution of its work, such as:
a. gas, water, and electricity;
b. heating;
c. lockable dry storage space;
d. facilities prescribed by occupational health and safety legislation.

11.2. The Client bears the risk and is liable for damage related to loss, theft, fire, or damage to items belonging to the Contractor, the Client, or third parties, such as tools, materials intended for the work, or equipment used in the work, located at the place where the work is performed or at another agreed location.

11.3. The Client is obliged to adequately insure against the risks mentioned in paragraph 2 of this article. The Client must also ensure insurance for the work risk of equipment to be used. Upon the Contractor’s first request, the Client shall provide a copy of the relevant insurance(s) and proof of premium payment. In case of damage, the Client is obliged to immediately report this to their insurer for further handling and settlement.

11.4. If the Client fails to fulfill its obligations as described in the preceding paragraphs of this article, resulting in a delay in the execution of the work, the work will be carried out as soon as the Client fulfills all its obligations and the Contractor’s planning allows. The Client is liable for all damages incurred by the Contractor as a result of the delay.

Article 12: Completion of the Work
12.1. The work is considered completed in the following cases:
a. when the Client has approved the work;
b. when the Client has put the work into use. If the Client puts part of the work into use, that part is considered completed;
c. when the Contractor has notified the Client in writing that the work is completed, and the Client does not indicate in writing within 14 days of the notification whether or not the work is approved;
d. when the Client does not approve the work due to minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the use of the work.

12.2. If the Client does not approve the work, they are obliged to notify the Contractor in writing, stating the reasons. The Client must give the Contractor the opportunity to complete the work as yet.

12.3. The Client indemnifies the Contractor against claims from third parties for damage to uncompleted parts of the work caused by the use of already completed parts of the work.

Article 13: Liability
13.1. In the event of an attributable failure, the Contractor is obliged to fulfill its contractual obligations as yet.

13.2. The Contractor’s obligation to compensate damages, on any legal basis, is limited to the damage covered by an insurance policy taken out by or on behalf of the Contractor, but never exceeds the amount paid out by this insurance in the relevant case.

13.3. If, for any reason, the Contractor cannot invoke the limitation in paragraph 2 of this article, the obligation to compensate damages is limited to a maximum of 15% of the total contract amount (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to compensate damages is limited to a maximum of 15% (excluding VAT) of the contract amount for that part or partial delivery.

13.4. The following are not eligible for compensation:
a. consequential damages, including, but not limited to, downtime losses, production losses, lost profits, transport costs, and travel and accommodation costs. The Client may, if possible, insure against these damages;
b. supervision damages, including, but not limited to, damages caused during the execution of the work to items being worked on or to items located near the work site. The Client may, if desired, insure against these damages;
c. damages caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of the Contractor.

13.5. The Contractor is not liable for damage to material supplied by or on behalf of the Client as a result of improperly performed processing.

13.6. The Client indemnifies the Contractor against all claims from third parties due to product liability resulting from a defect in a product delivered by the Client to a third party that (partly) consisted of products and/or materials supplied by the Contractor. The Client is obliged to compensate the Contractor for all damages suffered in this regard, including the (full) costs of defense.

Article 14: Warranty and Other Claims
14.1. Unless otherwise agreed in writing, the Contractor warrants the proper execution of the agreed performance for a period of six months after (delivery) completion. If a different warranty period is agreed, the other paragraphs of this article also apply.

14.2. If the agreed performance was not properly executed, the Contractor will decide whether to perform it properly as yet or to credit the Client for a proportionate part of the invoice. If the Contractor chooses to perform properly as yet, it will determine the manner and timing of execution. If the agreed performance (partly) consisted of processing material supplied by the Client, the Client must provide new material at their own expense and risk.

14.3. Parts or materials repaired or replaced by the Contractor must be sent to the Contractor by the Client.

14.4. The Client is responsible for:
a. all transport or shipping costs;
b. costs for disassembly and assembly;
c. travel and accommodation costs.

14.5. The Client must always give the Contractor the opportunity to repair any defect or perform the processing again.

14.6. The Client can only invoke the warranty after fulfilling all their obligations towards the Contractor.

14.7.
a. No warranty is provided if defects result from:
- normal wear and tear;
- improper use;
- lack of or incorrect maintenance;
- installation, assembly, modification, or repair by the Client or third parties;
- defects in or unsuitability of items supplied or prescribed by the Client;
- defects in or unsuitability of materials or tools used by the Client.
b. No warranty is provided for:
- delivered items that were not new at the time of delivery;
- inspection and repair of the Client’s items;
- parts for which a manufacturer’s warranty has been provided.

14.8. The provisions of paragraphs 2 to 7 of this article apply mutatis mutandis to any claims by the Client based on non-performance, non-conformity, or any other basis.

14.9. The Client cannot transfer rights under this article.

14.10. If a written agreement, order confirmation, cooperation agreement, non-disclosure agreement, or other contract has been concluded between the Client and the Contractor regarding the delivery of products or services by WPL Industries, the agreements recorded therein are binding and form an integral part of the agreement. Changes thereto are only valid if expressly agreed in writing by both parties.

Article 15: Duty to Report Complaints
15.1. The Client can no longer invoke a defect in the performance if they do not complain to the Contractor in writing within fourteen days after discovering the defect or reasonably should have discovered it.

15.2. The Client must submit complaints about the invoice amount in writing to the Contractor within the payment term, under penalty of forfeiture of all rights. If the payment term is longer than thirty days, the Client must complain in writing within thirty days of the invoice date.

Article 16: Uncollected Items
16.1. The Client is obliged to take delivery of the item(s) subject to the agreement at the agreed location after the delivery time and/or performance period has expired.

16.2. The Client must provide all cooperation reasonably expected of them to enable the Contractor to deliver.

16.3. Uncollected items will be stored at the Client’s expense and risk.

16.4. In case of a violation of the provisions in paragraphs 1 and/or 2 of this article, the Client shall owe the Contractor a penalty of €250 per day, with a maximum of €25,000. This penalty may be claimed in addition to damages based on the law.

Article 17: Payment
17.1. Payment is made at the Contractor’s place of establishment or to an account designated by the Contractor.

17.2. Unless otherwise agreed, payment is made as follows:
a. for over-the-counter sales, in cash;
b. for installment payments:
- 40% of the total price upon assignment;
- 50% of the total price after delivery of the material or, if material delivery is not included in the assignment, after the start of the work;
- 10% of the total price upon completion;
c. in all other cases, within thirty days of the invoice date.

17.3. If the Client fails to fulfill their payment obligation, they are obliged to comply with a request from the Contractor for in-kind payment instead of the agreed monetary amount.

17.4. The Client’s right to offset their claims against the Contractor or to suspend payment is excluded, unless the Contractor is bankrupt or subject to statutory debt restructuring.

17.5. Regardless of whether the Contractor has fully performed the agreed performance, everything the Client owes or will owe under the agreement is immediately due if:
a. a payment term is exceeded;
b. bankruptcy or suspension of payment of the Client is requested;
c. assets or claims of the Client are seized;
d. the Client (company) is dissolved or liquidated;
e. the Client (natural person) requests admission to statutory debt restructuring, is placed under guardianship, or has deceased.

17.6. If payment has not been made within the agreed payment term, the Client immediately owes interest to the Contractor. The interest rate is 12% per year, but it equals the statutory interest rate if that is higher. For interest calculations, a part of a month is considered a full month.

17.7. The Contractor is entitled to offset its debts to the Client with claims from companies affiliated with the Contractor against the Client. Additionally, the Contractor is entitled to offset its claims against the Client with debts of companies affiliated with the Contractor to the Client. Furthermore, the Contractor is entitled to offset its debts to the Client with claims against companies affiliated with the Client. Affiliated companies are those belonging to the same group, as defined in Article 2:24b of the Dutch Civil Code, and a participation as defined in Article 2:24c of the Dutch Civil Code.

17.8. If payment has not been made within the agreed payment term, the Client owes the Contractor all extrajudicial costs, with a minimum of €75. These costs are calculated based on the following table (principal amount including interest):
- over the first €3,000: 15%
- over the excess up to €6,000: 10%
- over the excess up to €15,000: 8%
- over the excess up to €60,000: 5%
- over the excess from €60,000: 3%
The actual extrajudicial costs are due if they exceed the amount resulting from the above calculation.

17.9. If the Contractor is successful in a legal proceeding, all costs incurred in connection with this proceeding are borne by the Client.

17.10. The Contractor also reserves the right to recover claims from companies affiliated with the Client if and insofar as the Client is in default and offers no recourse, provided this is permissible under law or case law.

Article 18: Securities
18.1. Regardless of the agreed payment terms, the Client is obliged, upon the Contractor’s first request, to provide security for payment deemed sufficient by the Contractor. If the Client does not comply within the set period, they are immediately in default. In that case, the Contractor is entitled to terminate the agreement and recover its damages from the Client.

18.2. The Contractor remains the owner of delivered items as long as the Client:
a. fails or will fail to fulfill their obligations under this or other agreements;
b. has not paid claims arising from non-compliance with the aforementioned agreements, such as damages, penalties, interest, and costs.

18.3. As long as a retention of title applies to delivered items, the Client may not encumber or dispose of them outside their normal business operations.

18.4. After the Contractor has invoked its retention of title, it may retrieve the delivered items. The Client shall fully cooperate in this regard.

18.5. The Contractor has a right of pledge and a right of retention on all items it holds or will hold for any reason and for all claims it has or may have against the Client, against anyone requesting their release.

18.6. If the Client has fulfilled their obligations after the items have been delivered to them by the Contractor in accordance with the agreement, the retention of title revives with respect to these items if the Client fails to fulfill their obligations under a later concluded agreement.

Article 18.7: Securities in Case of Financial Risk or Affiliation
If the Client fails to meet their obligations or if there is a well-founded fear of their insolvency, the Contractor is entitled to require that a company affiliated with the Client, as referred to in Articles 2:24b and 2:24c of the Dutch Civil Code, provides a guarantee or accepts joint and several liability towards the Contractor. If the Client fails to comply, the Contractor is entitled to suspend or terminate the agreement without being liable for any compensation.

Article 19: Termination of the Agreement
19.1. If the Client wishes to terminate the agreement without any attributable failure on the part of the Contractor and the Contractor agrees, the agreement will be terminated by mutual consent. In that case, the Contractor is entitled to compensation for all financial losses, such as suffered losses, lost profits, and incurred costs.

19.2. If an order or agreement signed by the Client with WPL Industries is canceled, revoked, or terminated without attributable failure on the part of the Contractor:
a. within three (3) weeks of signing the agreement, the Client owes a fixed compensation of 75% of the total order price;
b. after the expiry of this three (3) week period, the Client owes 100% of the order price.
These compensations apply without prejudice to the Contractor’s right to compensation for higher proven damages if these exceed the stated percentage.

Article 20: Applicable Law and Competent Court
20.1. Dutch law applies.

20.2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation whose exclusion is permitted.

20.3. Disputes will only be heard by the Dutch civil court with jurisdiction in the Contractor’s place of establishment, unless this conflicts with mandatory law. The Contractor may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.