Most recently filed with the Twente Chamber of Commerce under number 24262138.

Article 1: Definitions

The following definitions apply in these General Terms and Conditions:

• Contractor: Position Automatisering B.V., established and housed in Rijssen (Chamber of Commerce number 24262138);
• Client: the counterparty to Contractor;
• Agreement(s): the (subsequent) agreements concluded between Contractor and Client.

Article 2: Applicability

1. These terms and conditions apply to all offers or quotations that Contractor makes or issues and to all Agreements that Contractor concludes with Client.
2. The applicability of the general terms and conditions used by the Client is hereby expressly rejected.
3. In the event of any conflict between the content of the Agreement(s) concluded between Contractor and Client and these general terms and conditions, the provisions of the Agreement(s) shall prevail.

Article 3: Quotation and conclusion of the agreement

• An Agreement between Contractor and Client will only be concluded if Contractor has confirmed to Client receipt of the quotation accepted by Client in writing within 10 days of receipt thereof.
• The prices stated in a quotation are exclusive of VAT, unless stated otherwise.
• Contractor has the right to charge Client for all costs incurred in submitting his/her quotation in the event Client does not accept said quotation.
• In the event Client provides Contractor with data, drawings and/or other (technical) specifications, Contractor may assume this is correct and Contractor shall base his/her quotation on this

Article 4: Delivery time

1. The delivery time and/or execution period or execution date are determined approximately by Contractor and will only take effect when full agreement has been reached between Contractor and Client. An agreed delivery time is not a strict deadline unless it has been expressly agreed in writing.
2. Exceeding the delivery time and/or execution period referred to in Paragraph 1 or execution date never gives Client any right to compensation.
3. If additional work is required, the delivery time and/or execution period or execution date referred to in Paragraph 1 will be extended by a period, decided solely by Contractor, deemed necessary to be able to carry out the additional work.
4. If, due to the actions of Client, Contractor cannot deliver the agreed good(s) to Client on the agreed delivery or execution date and/or time, Contractor reserves the right to charge Client for the associated costs.

Article 5: Transfer of risk

1. Delivery takes place ex works. Any risk associated with the good(s) is transferred to Client at the time Contractor makes the good(s) available to Client.
2. If Contractor and Client agree Contractor shall take care transporting the good(s), the risk of storage, loading, transport and unloading rests with Client at all times.

Article 6: Technical requirements/norms

1. If the good(s) to be delivered in the Netherlands shall be used outside the Netherlands, Contractor is not responsible for ensuring the good(s) to be delivered meet the technical requirements and/or standards set by laws or regulations of the country where the good(s) shall be used.

Article 7: Intellectual property

1. Contractor retains all intellectual property rights, including copyrights on all offers and/or quotations made by it and on all designs, images, drawings, models and software provided to Client, unless expressly agreed otherwise in writing.
2. Client indemnifies Contractor against claims from third parties regarding data, designs, images, drawings, models, software and/or other (technical) specifications provided by Client to Contractor.

Article 8: Price changes

1. Contractor is entitled to pass on an increase in cost-increasing factors to Client.

Article 9: Execution of the Contract

• If proper execution of the agreement requires this according to Contractor, he/she always has the right to have certain work carried out by third parties.
• Client ensures all information Contractor states is necessary, or Client should reasonably understand is necessary, for the execution of the Agreement, is provided to Contractor in a timely manner.
• If the information required for the execution of the Agreement has not been provided to Contractor in a timely manner, Contractor has the right to suspend execution of the agreement and/or to charge Client for the costs resulting from the delay.
• Contractor is not liable to Client for any damage whatsoever caused by Contractor relying on incorrect and/or incomplete information provided by Client.
• Contractor is entitled to suspend the fulfilment of his/her obligations under the Agreement if it is temporarily impossible for Contractor to fulfil his/her obligations due to unforeseen circumstances.
• Contractor is entitled to terminate or dissolve the Agreement if the Agreement is unenforceable for him/her. In that case, Client is not entitled to any form of compensation.

Article 10: Delivery

1. The good(s) shall be delivered in accordance with the approval and delivery protocol drawn up by Contractor.
2. In any case, the good(s) will be considered delivered if Client has put the good(s) into use.

Article 11: Change to the Agreement

1. During the execution of the Agreement, if it appears it is necessary to change and/or supplement the work to be executed to ensure proper execution, Contractor and Client shall work together to amend or supplement the Agreement in a timely manner.
2. If the Agreement is changed or supplemented in accordance with the provisions of the first paragraph, the time of completion of the execution may be affected. Contractor will then inform Client of this as soon as possible.
3. If the change or addition to the Agreement has financial and/or qualitative consequences, Contractor shall inform Client of this in advance.

Article 12: Termination

1. Without prejudice to the rights accruing to Contractor, Contractor is entitled to terminate the Agreement in whole or in part without further notice of default by means of a written statement if
   • Client is in default with the fulfilment of one or more of his/her obligations under the Agreement;
   • Client is declared bankrupt, has applied for a suspension of payments, has shut down or liquidated his/her company, has his/her assets seized, or he/she transfers his/her company to third parties;

Article 13: Payment

1. Payment by Client to Contractor must be made in the following terms, unless otherwise agreed in writing:
   • 35% of the agreed order amount upon conclusion of the Agreement;
   • 35% of the agreed order amount when Contractor makes the drawing package available to Client;
   • 25% of the agreed order amount upon delivery, but before unloading the good(s) on site;
   • 5% of the agreed order amount after delivery.
2. Payment by Client to Contractor must be made into a bank account designated by Contractor no later than 14 days after the invoice date.
3. At the request of Contractor, and regardless of the agreed payment conditions, Client is obliged to provide sufficient security for payment of the agreed order amount. If Client does not provide the requested security within a period to be determined by Contractor, Contractor is entitled to terminate the Agreement and recover damages from Client.
4. Upon expiry of the payment term referred to in Paragraph 1, Client is legally in default; from that moment on, Client owes contractual interest of 12% on the amount due, or the statutory (commercial) interest if this is higher than the aforementioned 12% at that time.
5. In the event of liquidation, dissolution, bankruptcy or suspension of payment of Client, or if Client loses full or partial free management or free disposal of his/her assets, all Client’s (payment) obligations shall be immediately due and payable.
6. Payments made by Client shall always settle all interest and due costs first, and then settle those due and payable invoices that have been outstanding the longest.
7. Payment by Client must always take place without discount or settlement.

Article 14: Collection costs

1. If Client does not fulfil one of his/her obligations towards Contractor, or does not do so in a timely manner, all costs in addition to the agreed price and costs incurred in obtaining payment out of court will be borne by Client, which will include the costs of drawing up and sending reminders, making a settlement offer and gathering information. These costs shall amount to 15% of the then outstanding principal amount unless the actual costs are higher, in which case the actual costs incurred are payable by Client.

Article 15: Retention of title

1. The good(s) delivered by Contractor remain his/her property until Client has fulfilled all his/her obligations under the Agreement(s), including what Client may owe to Contractor due to his/her failure to fulfil his/her obligations.
2. After Contractor has invoked his/her retention of title as referred to in Paragraph 1, Contractor may retrieve the delivered good(s). Client allows Contractor to enter the location where these items are located.
3. The property law consequences of good(s) intended for export are governed by Dutch law.

Article 16: Complaints

1. Client must submit a written complaint to Contractor within 7 days after completion of the relevant work if, in his/her opinion, a defect has occurred.
2. Even if Client complains in time, his/her obligation to pay remains.

Article 17: Unused items

1. If items have not been purchased by Client after the delivery period and/or execution period has expired, they will remain at the disposal of Client. Items not purchased are stored at the expense and risk of the Client.

Article 18: Guarantee

1. Any guarantee provided by Contractor will lapse if Client causes the damage in question due to incorrect handling and/or improper use of the guaranteed good(s).
2. A guarantee given by Contractor also lapses if Client causes the damage in question by modifying, repairing and/or restoring the guaranteed good(s) him/herself or via (a) third party/parties.
3. Client can only invoke a guarantee if he/she has fulfilled all his/her obligations towards Contractor.
4. If Client does not fulfil all his/her obligations towards Contractor, the provision of a guarantee by Contractor may be suspended until Client has fulfilled all his/her obligations towards Contractor.
5. Client must always offer the Contractor an opportunity to repair any defect.
6. Contractor is never liable to Client for consequential damage in any form whatsoever, including damage due to delays, personal injury and/or damage as a result of disruptions or production stagnation, which Client may suffer as a result of a defect in the delivered good(s) or otherwise.
7. Any liability of Contractor is limited to the value of the delivered good(s).
8. Client indemnifies Contractor against any claims from third parties relating to a possible defect in the delivered good(s) and/or on account of otherwise unlawful acts, as well as against any resulting damage to be paid to third parties.

Article 19: Choice of law and forum

1. The Agreement(s) concluded between Contractor and Client are exclusively governed by Dutch law.
2. The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation from which exclusion is permitted.
3. All disputes (including those that are only regarded as such by one of the parties) that may arise between Contractor and Client as a result of the Agreement or agreements resulting from it, will be settled exclusively by the Overijssel Court. Contractor is at all times authorised to summon Client before the competent court in accordance with the statutory jurisdiction rules.

Article 20: Change of terms and conditions

1. Contractor is authorised to make changes to these terms and conditions. These changes will come into effect after notification thereof to Client, but in any case after filing of said changes.