a) These general terms and conditions apply to the offering for sale, the selling and the delivery of all our goods, and to the offering, commissioning and performance of work to be performed by us. Stipulations that deviate from these terms and conditions are only valid insofar as they have been confirmed by us in writing, and only apply to the agreement for which they have been made. The applicability of the general terms and conditions used by the other party is expressly rejected, unless otherwise agreed in writing.

b) In the event of any inconsistency or conflict between the terms set out in a quotation and these terms and conditions, the provisions of these terms and conditions shall always prevail and prevail. If there are specific details or conditions stated in the quotation that are not covered by these terms and conditions, those additional points will also be considered valid and made consistent with the other terms of this agreement.

2. Offers

a) All our offers are without obligation, unless they contain a term for acceptance. We are only bound after we have accepted the order in writing. Verbal agreements are only binding on us, insofar as they have been confirmed by us in writing.

b) Our client is bound by our written confirmation, if he has not denied the correctness of the content of such confirmation in writing within 3 days of receipt.

c) In our offers, we only give approximate dimensions, capacities, images, diagrams and other data, unless we have stated in writing that these data are exact.

d) In the event we are unable to obtain the specified components as described in our products, we reserve the sole discretion to use an alternative product.

3. Intellectual Property and Know-How

a) All documentation, sales brochures, images, drawings, etc. provided by Stogger to its client remain the property of Stogger.

b) Our client is not entitled to use them other than for the purpose of using the items to which they relate.

c) Our client is not entitled to disclose to third parties the documents referred to in a. or the information contained therein or otherwise known to him.

d) In case of violation of the provisions in a. and/or b. our client owes a fine of EURO 4,500 for each violation, regardless of all other rights of Stogger to performance, dissolution, compensation, etc.

4. Prices

a) All prices are based on all internal/external cost factors, and on delivery to our customer's company. Costs of small shipments can be invoiced by us. However, for shipments abroad, the prices apply “ex warehouse”. costs of shipping as express goods, postal parcel, or generally with a faster transport option than the normal, are at all times borne by our customer.

b) All prices are excl. VAT, excl. assembly and excl. commissioning.

c) Changes in circumstances that affect the cost price, such as increases or decreases in taxes, raw materials and transport prices, wages, social security charges, exchange rate changes, insurance premiums, after the date of conclusion of the agreement, can be reflected in our Prices.

5. Delivery and delivery time

a) If no specific delivery time has been agreed upon at the conclusion of the agreement, the delivery term will be determined in mutual consultation between the parties.

b) For existing products (more than three reference projects published under "References" on our website), a typical delivery time of up to three months after the order is placed applies.

c) For new products (fewer than three reference projects published under "References" on our website), a typical delivery time of up to six months after the order is placed applies.

d) For orders involving the delivery of more than one machine, an additional delivery time of four weeks per additional machine may be applied. This additional delivery time applies automatically unless explicitly agreed otherwise.

e) If Stogger fails to meet the typical delivery time and is formally declared in default via a registered letter, Stogger will be granted an additional period of six weeks to deliver the first machine. However, Stogger cannot be declared in default within the typical delivery time. For orders containing both existing and new products, the delivery term will be determined separately for each product type.

f) In cases of force majeure, natural disasters, war, or other exceptional circumstances, deviations from the aforementioned delivery times may be made without resulting in a default.

g) If delivery times are exceeded and after an additional formal notice of default, where Stogger still fails to deliver within the additional period of six weeks, only the undelivered portion of the order, which has not yet been invoiced beyond any advance payments made, will not be charged and will not be delivered. Without a formal notice of default sent via registered mail, Stogger cannot be declared in default.

h) The delivery times agreed upon with Stogger are indicative and not strict deadlines. Delays caused by external transport contractors are not the responsibility of Stogger.

i) Delivery takes place carriage paid to the customer's delivery address. We determine the mode of transport, which is in principle at our risk. The risk passes to the customer when the goods are unloaded at the delivery address.

j) The transport of goods "ex warehouse" takes place at the customer's expense and risk. The risk begins the moment the goods leave our warehouse. The transport of goods is in addition to the already communicated delivery term unless explicitly stated otherwise.

k) If the customer, at the time of concluding the agreement, has not agreed upon a timeframe within which they must accept delivery, the customer must accept the purchased goods within a mutually agreed-upon timeframe. In the absence of such an agreement, within a timeframe to be determined by us. If acceptance does not occur within such a period, the customer will be in default by operation of law. We then have the right to either demand compliance with the agreement or consider it dissolved without judicial intervention, without prejudice to our right to compensation.

l) Storage is always at the expense and risk of the customer.

m) If the transaction is executed via a letter of credit, ownership of the goods transfers when the customer collects the goods at the port of destination specified in the letter of credit. From that moment, the customer becomes responsible for the goods, and risks and responsibilities transfer to them. It is essential that the customer fully complies with the terms of the letter of credit, including the required documentation and other provisions, to ensure a smooth transfer of ownership and handling.

6. Advertising

a) Control of the quantity of the delivered goods rests with our client. If our client does not make a complaint as soon as possible and in any event within 24 hours after receipt of the delivered quantities, the quantities stated on the waybills, delivery notes, invoices or similar documents will be considered correct.

b) Complaints about visible defects must be submitted to Stogger immediately, in any case within eight days after delivery, in writing and stating reasons. Complaints about invisible defects must be submitted to Stogger in writing and with reasons within eight days after discovery of the defect, at least after discovery was reasonably possible, but no later than two months after delivery. If Stogger has not received a written and motivated complaint within the stated periods, our client is deemed to have approved the delivery.

c) If the goods have been processed in whole or in part, they will be deemed to have been approved and our liability will therefore lapse.

d) Complaints do not entitle our client to suspend payment of the undisputed part of the claim. Any appeal to set-off is then excluded. Goods delivered and received will not be taken back by us, unless otherwise agreed in writing.

7. Damages

In the event of non-delivery, late delivery, incomplete delivery or improper delivery, in any case, our obligation to pay compensation for the damage, without prejudice to the provisions of Articles 5 and 8, is fully satisfied by what has been provided by our customer. bought yet to be delivered. In the event that this is no longer possible, our obligation to compensate for the damage is fully fulfilled by payment of the actual expenses incurred by our client, up to a maximum of 5% of the purchase price of the non-delivered.

8. Force majeure

In the event of force majeure, we are released from our contractual obligations towards our client. Force majeure includes: fire, strike or lockout, war, mobilization, declaration of a state of war or martial law, riot, government measures that prohibit or impede delivery, flood or other circumstances that make normal business operations impossible, both in the Netherlands as well as in the country of origin and/or destination and/or transit of the goods.

9. Warranty and Exoneration

a) We guarantee the soundness of the work performed by us and of the goods delivered by us for a period of one year, unless agreed otherwise, in the sense that, if it should appear during the period that the work or If there are defects in the goods delivered by us, which are the result of a faulty performance of the work, or a material defect, our customer can then demand repair or replacement of the parts that show defects. The relevant parts must be sent to us free of charge for this purpose. The return shipment is at the expense of our relation. In case of warranty work outside our company, the extra costs can be passed on to our customer. This warranty is also referred to as an carry-in warranty.

b) Incidentally, the warranty only applies if our customer has fulfilled all his obligations, under whatever agreement concluded between us and our customer.

c) The guarantee does not apply if our client has used the goods incorrectly or has had them repaired.

d) Any liability of us towards our client for damage and/or costs is limited to the amount of the sales price of the goods or to the amount of the consideration for the services provided and is excluded for damage and/or costs that arise after a period of one year following the delivery of the materials or the performance of the services.

e) Our liability for any damage never exceeds our supplier's acknowledgment to us.

f) Our client indemnifies us against all claims from third parties with regard to goods delivered to him by us, with regard to the use of drawings, documents, etc. or work carried out by us on his instructions, as a result of which those third parties may have suffered damage, irrespective of the cause or at what time that damage was suffered, insofar as the sum of the damages to be paid by us to our client and third parties exceeds the limit set above.

g) We accept no liability with regard to our advice, instructions or manuals by whatever name.

 

10. Payment

a) If the delivery or completion takes place in parts, we can invoice each part separately.

b) If no other term is mentioned, invoices from Stogger must be paid within 30 days of the invoice date in a manner to be indicated by Stogger. After this term of 30 days or the term otherwise agreed in writing, our client is deemed to be in default by operation of law, therefore without summons or notice of default.

c) If our client has not paid at the latest on the 30th day after the invoice date, we are entitled to charge an interest of 1% per month from the due date, with a minimum of the statutory interest, without prejudice to any further rights accruing to us.

d) Every obligation of our client is immediately due and payable in the event that our client applies for suspension of payments, is declared bankrupt, liquidates his company or transfers it to third parties, is placed under guardianship, or is seized at his expense, in whichever in cases where we also have the right to consider agreements concluded for the part not yet performed by us, as dissolved without judicial intervention, without prejudice to our right to payment for the performed part of the agreements and to compensation.

e) We always have the right to demand full payment in advance or to deliver cash on delivery.

f) We are entitled, before performing or continuing to perform, to demand security from our relationship for the timely fulfillment of its payment obligations, if our relationship is in default of any obligation, including that to provide security, all our claims against him are immediately due and payable and we are entitled to demand proper security for further performance.

11. Retention of Title

a) Stogger retains ownership of the goods delivered or to be delivered by it until all outstanding invoices have been paid to it:

b) If the other party forms a new item from or partly out of the items referred to in a., this is an item that Stogger has formed for itself and the other party will hold it for Stogger as its owner, until all obligations as referred to in a. is completed.

c) In the event that payment has not been made in full on the due date, we may, without notice of default being required, immediately claim all goods as delivered by Stogger.

d) As long as payment has not been made in full, the partial or partial destruction or damage of the goods will be at the expense and risk of our client.

e) Our client is obliged to inform us immediately in writing if third parties assert rights to goods subject to retention of title pursuant to this article, failing which our client owes a penalty amounting to 10% of the unpaid part of the agreed price.

12. Confidentiality

The customer is obliged to keep secret all confidential information it receives from [company name]. Confidential information is any information that is not publicly known or marked confidential."

13. Retention

We have the right of retention of our business partner's property as long as our business partner has not fulfilled all of its contractual obligations to us. We also have the right of retention if our client has been declared bankrupt or has applied for suspension of payment.

14. Several

If two or more (legal) persons conclude an agreement with us, each of them is jointly and severally liable for the full fulfillment of the obligations arising for them from the agreement.

15. Collection Costs

Extrajudicial collection costs will be charged to the other party in accordance with the collection rate of the Netherlands Bar Association.

16. Dissolution

Our relationship waives the right under art. 6:265 B.W. dissolution of the agreement in

claim and/or to terminate this agreement pursuant to art. 7a:1647 Dutch Civil Code.

SPECIAL TERMS RELATING TO SOFTWARE, ADVICE

17. General

17.1 The following provisions of these Terms and Conditions apply in addition to and in addition to the provisions of Articles 1 to 15, unless expressly deviated from below.

17.2 “Software” (written with a capital P) means computer program(s) recorded on computer-readable carriers or computer-readable material and the associated documentation, regardless of the form this documentation takes.

17.3 “Standard Package” (written with a capital S) is understood to mean generally available and not specially developed Software for a Counterparty, whether or not adapted, changed or expanded for the benefit of the Counterparty.

17.4 “Advice” (written with a capital A) is understood to mean giving advice in the field of automation and/or organisation, conducting feasibility studies, providing consultancy, performing system analysis, selecting equipment, providing of support in the development of Software, providing education, courses or training, and/or organizing courses or training.

17.5 “Supplier” (written with a capital L) is also understood to mean the third-party contractor or programmer engaged in the development of Software, or in the development, adjustment, modification and/or expansion of a Standard Package, or in the performance of Advice. who carries out the work on behalf of the original Supplier. This also includes the companies with which the Supplier has concluded a distribution agreement on an exclusive basis.

17.6 The Other Party is responsible for ensuring that all, relevant or useful data and information required for the performance of an agreement are always made available to the Supplier in a timely manner and in a form that is fully comprehensible and usable for the Supplier; the costs of obtaining and keeping such data and information in an understandable and usable form and of making them available to the Supplier shall be borne by the Other Party.

17.7 The Other Party is responsible for the use and correct application of Software and hardware and for the services to be provided or provided by and/or on behalf of the Supplier. The Other Party is also responsible for the use and correct application of the administration and calculation methods to be used, and the Other Party is responsible for securing data.

17.8 If material, equipment and/or data and information (including data and information on data carriers) must or must be made available by the Other Party pursuant to the agreement, the Other Party is responsible for ensuring that these meet the requirements for the implementation of specifications applicable to the agreement.

17.9 The supplier is entitled, if data and information required for the execution of the agreement are not made available to the supplier, or not completely, not on time, or not in the correct form, or if the other party does not otherwise meet its obligations, suspend or discontinue the performance of the agreement; in such a case, without prejudice to the Supplier's right to compensation for damage, the Other Party will in any event owe the Supplier the applicable compensation for what has already been performed for the implementation of the agreement, while the Supplier is then also entitled to pay additional costs. at its usual rates.

18. Development of Specific Software

18.1 Development by the Supplier of specific Software (customized Software) for the Other Party will take place on the basis of prior written specification of the Software to be developed (which must also specify how the development will take place), and furthermore on the basis of the data and information made available to the Supplier by the Other Party for the development; the Other Party guarantees the correctness, completeness, relevance and reliability of this data and information.

18.2 If it has been agreed that the development of Software will take place in steps or phases, the Supplier is entitled to postpone or suspend the activities relating to a subsequent step or phase or any part of those activities until the Other Party has received the results of has approved the preceding step(s) or stage(s) in writing.

18.3 The parties may agree on changes and/or extensions to the agreed work. If a fixed price has been agreed, the Supplier will inform the Other Party of the price change that the desired or agreed change(s) and/or extension(s) will entail. In the event of a change or extension, the delivery time or the time at which the work will be completed will be extended or postponed accordingly.

18.4 If, during the performance of the agreed work, it appears to the Supplier that a change and/or expansion thereof is necessary or desirable, it will inform the Other Party of this, whereby, if a fixed price has been agreed for the development of the Software, the Supplier the Other Party will state which price change the change or extension will entail; if the Other Party has not agreed in writing within fourteen days with the proposed change(s) and/or extension(s) and the related price change, the Supplier shall be entitled to suspend or discontinue the performance of the work, in whatever the Other Party will be obliged to pay the Supplier compensation for the work already performed on the basis of the applicable rates of the Supplier, without prejudice to the right of the Supplier to claim compensation. If the Supplier informs the Other Party about a necessary or desired change or extension, the delivery time or the time of completion of the work will be extended or postponed by at least three weeks, while furthermore, if a change or extension of the work takes place , the delivery time or the time of completion of the work will be extended or postponed accordingly.

18.5 The Supplier shall deliver the Software to be developed ready for use in accordance with the specification referred to in Article 18.1. After ready-to-use delivery, the Software is deemed to have been accepted by the Other Party. If a test has been agreed, as stated below in Article 18.6, the Software is deemed to have been accepted after acceptance by the Other Party or fourteen days after the ready-to-use delivery, if the Other Party has not then informed the Supplier in writing of any defects, such as hereinafter referred to in Article 18.8.

18.6 If and insofar as this has been agreed between the parties in writing, the Other Party is entitled to test the Software or have it tested for fourteen days after the ready-to-use delivery. Unless agreed otherwise in writing, the test will consist of the execution of a collection of test cases compiled by the Other Party, which the Other Party will provide to the Supplier sufficiently in time for the purpose of the test before ready-to-use delivery and in a form that is understandable and usable for the Supplier. Supplier will be made available.

18.7 If during the execution of the test as referred to in Article 18.6 it appears that the progress of the test is hindered by defects in the Software, the Other Party will inform the Supplier about this in writing in as much detail as possible; in such a case the test period of fourteen days will be interrupted until the defects have been rectified.

18.8 If during the execution of the test referred to in Article 18.6 it appears that the Software has defects and does not meet the specifications laid down in writing in advance, the Other Party is obliged to inform the Supplier of this in writing immediately after the end of the test period in as much detail as possible. , after which the Supplier will repair the said defects within a reasonable period of time; such repair will only be possible free of charge if a fixed price has been agreed for the development of the Software; in other cases the costs of repair will be charged to the Other Party.

18.9 In the case of Software development, the warranty period, contrary to the period referred to in Article 9 of these Conditions, is three months after acceptance; during this period, the Supplier will repair any defects to the best of its ability if the Software does not meet the prior written specifications. Only if a fixed price was agreed for the development of the Software, such repair will be free of charge, unless the defects are caused by or related to user errors on the part of the Other Party or other causes not attributable to the Supplier, or if the defects could have been established in the performance of the test referred to in Article 18.6. If no fixed price was agreed, the costs of repair can always be charged to the Other Party. Recovery of lost data is not covered by the warranty. The guarantee also lapses if the Software has been modified or changed by anyone other than the Supplier. The warranty does not apply to defects caused by or related to the so-called millennium problem. The Supplier does not guarantee that the Software will function without interruption or without defects or that all defects will be repaired or improved.

18.10 When a maintenance agreement has been concluded with the Supplier for the Software, the Other Party is obliged to immediately inform the Supplier in writing and in a sufficiently clear manner of the defects found in the Software. After receipt of this notification, the Supplier shall then repair the defects to the best of its ability if the Software does not meet the specifications referred to in Article 18.1. Recovery of lost data is not covered by the maintenance. If defects are caused by or are related to user errors on the part of the Other Party or other causes not attributable to the Supplier, the Supplier is entitled to charge the costs of repair to the Other Party. If defects are caused by or are related to any change or adjustment of the Software by parties other than the Supplier, the Supplier shall be entitled to refrain from repair entirely or, if a repair is made, to charge the Other Party for the costs of repair. to take.

18.11 Except if and insofar as agreed otherwise, and on the condition that the Other Party has fulfilled its obligations towards the Supplier, the Other Party may use the Software specially developed by the Supplier for the Other Party without restrictions.

18.12 The Supplier is at all times entitled to use, apply and further develop Software developed by, on behalf of or on its instructions and to have others use, apply and/or develop it further.

19. Standard package

19.1 If the Supplier grants the Other Party the right to use a Standard Package developed by the supplier, this only includes the non-exclusive right to use the Standard Package in the manner described below.

19.2 The Standard Package may only be used by the Other Party on one processing unit, on the understanding that the Software of the Standard Package may be used temporarily on another processing unit in the event of a malfunction, but only until the malfunction has been rectified.

19.3 If and insofar as no other conditions have been set by the Supplier, the Other Party is entitled to make a maximum of two back-up copies of the Standard Package for security purposes; these copies may only be used to replace original material that has become unusable. The copies must bear the same labels and indications as the original material.

19.4 Without the prior consent of the Supplier, the right of use with regard to a Standard Package may not be transferred to third parties. The Other Party is furthermore not permitted to sell, rent out, alienate, give or make available to third parties a Standard Package or any copy thereof, or use it or cause it to be used for the benefit of third parties, or of a security right.

19.5 The source code of the Software of a Standard Package will not be made available to the Other Party.

19.6 The ownership of the Standard Package and the industrial and intellectual property rights with regard to the Standard Package remain with the Supplier and will be respected by the Other Party. The Other Party will not remove indications concerning industrial or intellectual property rights, such as copyright indications, or make them illegible or unrecognizable.

19.7 By entering into an agreement that relates or co-relates to a Standard Package developed by the Supplier, the Other Party declares that it is aware that the Standard Package contains confidential information and trade secrets of the Supplier. The Other Party is obliged to keep the Standard Package secret and not to disclose it to third parties.

19.8 Contrary to the term referred to in Article 9 of these Terms and Conditions, the warranty period with regard to a Standard Package is three months from delivery; during this period, the Supplier will, to the best of its ability, repair any defects if the Software of the Standard Package does not comply with the user manual of the Standard Package. Only when a maintenance agreement has been concluded or when a user fee has been agreed, which includes maintenance, such repair will be carried out free of charge, unless the defects are caused by or are related to user errors on the part of the Other Party or others beyond the control of the Other Party. Supplier attributable causes. In other cases, the costs of repair will always be charged to the Other Party. Recovery of lost data is not covered by the warranty. The warranty lapses as soon as the Standard package is or has been modified or changed by anyone other than the Supplier. The warranty also does not apply to defects caused by or related to the so-called millennium problem. The supplier does not guarantee that the Standard Package will function without interruption or defects or that all defects will be corrected or corrected.

19.9 If a maintenance agreement has been concluded with the Supplier for the standard package, or if a user fee has been agreed that includes maintenance, the Other Party is obliged to immediately inform the Supplier in writing and in a sufficiently clear manner of the defects found in the Software of the Standard Package. . After receipt of this notification, the Supplier will then repair the defects to the best of its ability, if the Software of the Standard Package does not comply with the user manual of the Standard Package. Recovery of lost data is not covered by the maintenance. If defects are caused by or are related to user errors on the part of the Other Party or other causes not attributable to the Supplier, the Supplier is entitled to charge the costs of repair to the Other Party. If defects are caused by or are related to any change or adjustment of the Software of the Standard Package by parties other than the Supplier, the Supplier shall be entitled to waive repair entirely or, if repair is carried out, to charge the Other Party for the costs of repair. to charge.

19.10 If a maintenance agreement has been concluded with regard to a Standard Package developed by the Supplier, the Supplier will make such a version available to the Other Party when an improved version of the Standard Package becomes available on the market. Without prejudice to the provision of Article 19.8, the Supplier is in any case no longer obliged to repair defects in an older version after three months have elapsed since a new version has been made available. The Supplier is entitled, if a new version of the Standard Package offers new possibilities and/or functions compared to older versions, to demand a fee for making that new version available.

19.11 The Supplier may also make standard packages and/or specific software available to a third party - with whom the Supplier has not concluded a distribution agreement - either at the request of the Other Party, or because both parties agree that these packages represent an important added value for the Other Party. If the Supplier does not make this Standard Package and/or specific Software available, but has the right to use a Standard Package or. Software is only provided in accordance with the provisions of a user or license agreement of or with this third party, or if the maintenance of a Standard Package is carried out on the basis of or in accordance with the provisions of an agreement with this third party, the provisions of the articles do not apply 19.1 through 19.10 of these Conditions, but only the provisions of the relevant agreement(s) of the Supplier with such third party(ies). The Supplier shall, at its request, inform the Other Party about the applicable provisions.

20. Consulting

20.1 If it has been agreed that Advice will take place in steps or phases, the supplier is entitled to postpone or suspend the activities relating to a subsequent step or phase or any part of those activities until the Other Party has received the results of the previous step. (pen) or stage(s) has approved in writing.

20.2 The parties may agree on changes and/or extensions to the agreed work. If a fixed price has been agreed, the Supplier will inform the Other Party of the price change that the desired or agreed change(s) or extension(s) entail. In the event of a change or extension, the time at which the work will be completed will be moved accordingly.

20.3 If it appears to the Supplier during the performance of the agreed work that a change and/or extension thereof is necessary or desirable, it will inform the Other Party about this, whereby, if a fixed price has been agreed for the Advice, the Supplier will inform the Other Party. state what price change the change or extension will entail. If the Other Party has not agreed to the proposed change(s) and/or extension(s) in writing within fourteen days, the Supplier will be entitled to suspend or discontinue the performance of the work, in which case the Other Party will be obliged to are to pay the Supplier compensation for the work already performed in accordance with the rate applied by the Supplier, even if a fixed price was agreed, without prejudice to the Supplier's right to claim compensation. If the Supplier informs the Other Party about a necessary or desired change or extension, the time of completion of the Advice will be postponed by at least three weeks, while furthermore, if a change or extension of the work takes place, this time will be moved forward accordingly.

21. Applicable Court of Jurisdiction

Dutch law applies to all legal relationships between Stogger and the other party. All disputes arising therefrom or related thereto, including those which are regarded as such by only one of the parties, will be settled exclusively by the competent court of Roermond (the Netherlands), unless Stogger opts for another competent court.