General Terms and Conditions of Sale and Delivery Ravebo

March 2020

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (GTSD)
Ravebo B.V. (trade names: Ravebo BV, Didex, and Madeko International) 't Woud 2, 3232 LN Brielle, Tel. +31 (0)181 419 419
Filed with the Chamber of Commerce under number 24220080

Article 1. Definitions

In these GTSD, the terms and expressions listed below are defined as follows:

1. Supplier: Ravebo B.V. (Ravebo);
2. Client: any legal entity or natural person acting in the exercise of a profession or business that has entered into or wishes to enter into an agreement with Ravebo, including their representatives and authorized agents, as well as their legal successors.
3. Products: all goods and services supplied by Ravebo.
4. Agreement: any agreement entered into between Ravebo and the Client, including any amendment or addition thereto, as well as all (legal) acts in preparation and execution of that agreement.
5. Written: signed by the person(s) authorized to legally represent the party, unless the term "written" is explicitly and unambiguously defined otherwise. In these Terms, "written" also includes electronic communication.

Article 2. Applicability of These Terms

1. These terms apply to all deliveries of products, services, offers, acceptances, and agreements of Ravebo and all resulting obligations with the Client. Deviating terms and conditions or supplements to the agreement are only valid if and to the extent Ravebo has explicitly accepted them in writing.
2. If the Client declares its own General Terms and Conditions applicable to an agreement with Ravebo or refers to them, these conditions are not accepted by Ravebo. The applicability of the Client's (delivery and payment) terms and/or other conditions is explicitly excluded. They are only valid if explicitly accepted by Ravebo and such acceptance is confirmed in writing.
3. By placing an order, the Client acknowledges these terms and declares them applicable to the agreement, provided Ravebo has communicated them or referred to them in the quotation or order confirmation.
4. If the Client includes provisions or conditions in their confirmation that conflict with these terms, they will not be recognized unless explicitly accepted in writing by Ravebo. The Client cannot invoke customary practices.
5. Ravebo reserves the right to unilaterally amend or supplement these Terms and/or introduce new terms. Ravebo will notify the Client of any changes at least 10 working days in advance.
6. The GTSD of Ravebo have been shared with the Client in advance and are always available via the Ravebo website, where they can also be downloaded as a PDF file. A copy will be sent to the Client free of charge upon request.
7. All provisions in these Terms and agreements with Ravebo also apply to intermediaries and third parties engaged by Ravebo.
8. In the event of a conflict between uniform terms used by the Client and these delivery terms, the latter shall prevail.

Article 3. Offers

1. All offers made by or on behalf of Ravebo are non-binding and, unless stated otherwise, valid for thirty (30) calendar days. A non-binding offer may be accepted in writing by the Client. However, an agreement is only concluded once Ravebo has confirmed the acceptance in writing. The confirmation is considered accurate unless the Client protests in writing within eight (8) days and before Ravebo has commenced work.
2. An order from the Client, in any form, that is confirmed by Ravebo is binding.
3. Agreements made through representatives or intermediaries are only valid after written confirmation by Ravebo.
4. In the case of composite offers, there is no obligation to deliver part of the goods at a corresponding part of the total price.
5. If no order follows after a requested quotation, Ravebo may charge calculation costs only if this was agreed in advance.
6. Changes requested by the Client after placing the order must be communicated to Ravebo in a timely manner and in writing. If communicated verbally or by phone, the risk of executing the changes lies with the Client. Once accepted by Ravebo, the Client is bound by the changes and cannot cancel them. Acceptance by Ravebo implies a payment obligation for the Client.

Article 4. Prices and Price Increases

1. Ravebo’s prices are based on purchase prices, exchange rates, import duties, and other levies applicable at the time of the offer, as well as insurance, freight, taxes, margin schemes, and other price-determining factors.
2. Unless stated otherwise, all prices are exclusive of VAT and other applicable taxes and/or levies. If changes occur after three (3) months following the agreement due to new legal regulations, labor costs, raw material costs, exchange rates, or other factors, Ravebo has the right to adjust prices accordingly. If the price increase is over 20% within three months, the Client has the right to dissolve the agreement by written notice within one (1) week of notification; otherwise, the new prices shall apply.
3. Costs arising from changes in the original order, of any kind, requested and accepted by Ravebo, will be charged to the Client.

Article 5. Delivery

1. Delivery takes place at the agreed location and time. Unless agreed otherwise, delivery is DDP (Delivered Duty Paid) in accordance with the latest Incoterms.
2. Delivery times mentioned in offers, confirmations, and/or contracts are made to the best of Ravebo’s knowledge and will be observed as much as possible, but are not binding. Exceeding these times does not entitle the Client to compensation, dissolution, or refusal of any obligations.
3. Stated delivery times are target dates.
4. Ravebo reserves the right to delay delivery. If the delivery period is exceeded, the Client is not entitled to compensation or cancellation unless the delay is such that continuation is unreasonable. In that case, the Client may cancel the affected part of the agreement.
5. The Client is obligated to accept the goods at the agreed time. If the Client refuses or fails to provide necessary information, the goods will be stored at the Client’s risk. Security deposits will be forfeited. The Client is also responsible for additional costs such as storage.
6. If the Client still fails to accept delivery after a formal notice from Ravebo, the Client will be in default and Ravebo may terminate the agreement wholly or partially. The Client is liable for any resulting damages.
7. If Ravebo agrees to extend the delivery period, any resulting costs, including storage and waiting hours, are at the Client’s expense.
8. The Client is obliged to accept both the agreed deliveries and any additional deliveries required during execution. Failure to do so, unless caused by Ravebo, makes the Client liable for damages.
9. Work is considered completed when:
• Ravebo has notified the Client, verbally or in writing, that the work is finished;
• No delivery procedure was agreed, and 8 days have passed after Ravebo’s notification without any response;
• The Client puts the machinery or part of the work into use—such use signifies acceptance of that part.
10. For free deliveries, products travel at Ravebo’s risk. In all other cases, the risk lies with the Client.
11. In both free and non-free deliveries, Ravebo may choose the means of transport unless otherwise agreed. Acceptance by the carrier without comment is proof of good packaging.
12. Ravebo may suspend delivery if the Client has not fulfilled prior payment obligations.
13. Partial deliveries or partial services may be invoiced; in such cases, payment terms in Article 8 apply.
14. Any changes requested by the Client after order confirmation may lead to delayed delivery without Ravebo being liable.
15. If delivery becomes impossible due to the Client’s fault (as assessed by Ravebo), the Client is in default without formal notice and is liable for all resulting damages. Ravebo may store or resell the goods, with the Client covering any difference in price and additional costs.

Article 6. Complaints

1. Complaints must be submitted in writing to Ravebo no later than fourteen (14) days after delivery; otherwise, the Client is deemed to have accepted the delivery. Complaints do not entitle the Client to suspend payment.
2. After the aforementioned period, complaints will no longer be processed, and the Client forfeits all related rights unless an extension is reasonably warranted in a specific case.
3. Unless proven otherwise, Ravebo's administrative records are decisive.
4. The Client may not assert any claim against Ravebo after the delivered goods have been used, processed, or delivered to third parties.

Article 7. Warranties

1. Ravebo guarantees that the delivered goods are sound and meet reasonable expectations at the time of delivery for normal use.
2. Liability for defects is limited to repair or partial/full replacement of the product within twelve (12) months of the invoice date, provided the defects are due to manufacturing faults or defective materials. Liability is limited to the value of the defective part, excluding disassembly/reassembly, transport, and travel costs.
3. Ravebo's warranty only covers supply of new parts, repairs, or replacements. The value is limited to the invoice amount of the defective item. This applies only if the Client proves the defect appeared within the warranty period and is due to faulty material, design, or workmanship. No further liability is accepted. Normal wear parts are excluded from warranty.
4. Warranty claims for products located outside the Benelux are limited to the cost that would have applied in the Benelux.
5. Ravebo is not liable for defects that appear after twelve (12) months unless the product’s nature suggests otherwise.
6. If a factory warranty applies to used components, it applies via Ravebo acting as intermediary.
7. Damage due to negligence, misuse, overload, unsuitable lubrication, construction, foundation, ground conditions, or chemical/electrical influences are never Ravebo’s responsibility.
8. No warranty applies to products made to Client-specific technical requirements unless expressly agreed.
9. The warranty is void if unauthorized modifications or repairs are performed. Replaced parts become Ravebo’s property.

Article 8. Payment

1. Invoices must be paid by the Client within 30 days from invoice date without deduction, withholding, discount, or set-off.
2. If payment is not made on time, Ravebo may suspend further work or deliveries without notice. The Client cannot claim damages.
3. Late payment puts the Client in default automatically and makes all Ravebo's claims immediately due. Ravebo may dissolve the agreement fully or partially.
4. For late payments, Ravebo charges 1.5% interest per month on the overdue amount.
5. All judicial and extrajudicial collection costs are borne by the Client, set at 15% of the due amount with a minimum of €250, without prior notice required.
6. Payments must be made to Ravebo’s office. Bank transfer costs are the Client’s responsibility.
7. Payments are applied first to interest and costs, then to the oldest outstanding invoices, regardless of the Client’s indication.
8. Disputes over the invoice amount do not suspend the payment obligation.

Article 9. Intellectual Property Rights

1. All intellectual and industrial property rights for products made or assembled by Ravebo are exclusively Ravebo’s.
2. The Client is expressly forbidden from reproducing, publishing, or exploiting Ravebo's (assembled) products without prior written permission.
3. The Client may not alter or have third parties alter any intellectual property indications on Ravebo’s products.
4. Unauthorized use of such products constitutes an infringement of Ravebo's intellectual property rights.
5. The Client shall pay an immediate fine of €10,000 per infringement and €50,000 per willful infringement, plus €50,000 per day if not ceased within one working day after Ravebo’s notice, without prejudice to Ravebo’s right to full compensation.

Article 10. Retention of Title and Right of Retention

1. All goods delivered by Ravebo remain its property until the Client has fulfilled all contractual obligations.
2. If the destination country's laws allow for broader retention rights, those rights apply in favor of Ravebo.
3. Until full ownership passes, the Client may not pledge, sell, modify, or otherwise encumber the products without written permission.
4. In case of suspension of payments or bankruptcy of the Client, Ravebo may terminate the agreement without compensation.
5. The Client unconditionally authorizes Ravebo to enter premises to retrieve its goods.
6. The Client must inform Ravebo immediately of any third-party claim or seizure of goods under retention of title.
7. If the Client fails to comply or if default is likely, Ravebo may reclaim its goods without notice. The Client must cooperate under penalty of €10,000 per day.
8. The Client may not exercise a right of retention regarding storage costs.
9. Non-performance entitles Ravebo to dissolve the agreement without notice, without prejudice to its right to compensation.
10. Ravebo may retain goods until full payment is made, even from earlier contracts, unless adequate security is provided.

Article 11. Quality

1. Defects in part of a delivery do not justify rejection of the whole.
2. Ravebo may replace defective work with proper work.
3. Ravebo will exercise the same care for entrusted products as it does for its own.
4. The Client bears the risk of stored or processed goods and should insure them if necessary.

Article 12. Liability and Indemnification

1. Except where required by mandatory law, Ravebo is not liable for direct or indirect damages, including business or personal damages, caused by or related to its products or services.
2. Ravebo is not liable for errors in communication unless due to intent or gross negligence.
3. In case of custom-made products or repairs, Ravebo is only liable for damage caused by gross negligence.
4. Ravebo is not liable for consequential damages including lost profits or immaterial damage.
5. No obligation exists to repair damages caused by natural wear, misuse, or improper handling.
6. The Client indemnifies Ravebo against third-party claims related to delivered goods exceeding Ravebo's liability as stated in these Terms.
7. The Client indemnifies Ravebo for damages caused by actions of the Client or its staff contributing to product defects.
8. Ravebo’s liability is limited to the net invoice value of the defective product and fulfillment of warranty obligations.
9. Ravebo is not liable for loss or damage to products handed over by the Client for repair or modification.
10. This article also applies to third parties engaged by Ravebo.

Article 13. Force Majeure

1. In case of force majeure, Ravebo may suspend the agreement or terminate it without judicial intervention. The Client must pay a reasonable fee for delivered services.
2. Force majeure includes war, fire, strikes, machine failure, transport problems, flooding, supplier issues, sabotage, or other unforeseen events.
3. Ravebo may invoke force majeure even if it arises after its obligations have become due.
4. Partial deliveries already made may be invoiced separately and must be paid as independent agreements.
5. Delivery delays due to force majeure do not entitle the Client to compensation or dissolution.
6. If force majeure lasts more than two months, either party may terminate the agreement in writing.
7. Early termination by the Client results in an obligation to compensate Ravebo for damages.

Article 14. Applicable Regulations

1. The products comply with Dutch regulations on operation, transport, and safety valid on the agreement date.
2. If known changes to regulations take effect before delivery, Ravebo will adjust the products accordingly. Related costs are for the Client. Ravebo will inform the Client of objections to applying new regulations.

Article 15. Installation, Repairs, and Maintenance

1. Unless agreed otherwise, the Client ensures at its own risk and expense that:
• Ravebo can perform its work during normal hours and, if needed, outside these hours;
• Suitable facilities and all required provisions are available;
• Access roads are suitable for transport;
• All necessary tools and assistance are available;
• All safety measures and legal requirements are met. Damage due to failure lies with the Client.
2. Other articles of these Terms also apply to installation, repairs, and maintenance.
3. Items submitted for servicing must be clean and free from health-hazardous contamination unless otherwise agreed.

Article 16. Cancellation

1. Once Ravebo has accepted or carried out an order, it is binding and payable. Cancellation is no longer possible unless Ravebo agrees, in which case the Client must pay 50% of the original price plus any damages and incurred costs.

Article 17. Transfer

1. Neither party may transfer rights or obligations under these Terms to third parties without written consent.
2. If the Client’s business merges or continues in another form, joint liability for obligations arises for both original and successor entities.

Article 18. Permits

1. The Client is responsible for obtaining all required permits (e.g., from local authorities or monument protection). Ravebo accepts no liability unless agreed otherwise in writing.

Article 19. Suspension and Dissolution

1. If the Client fails to meet its obligations, Ravebo may suspend or dissolve the agreement without notice and recover any delivered but unpaid products. The Client is liable for resulting damages.
2. Ravebo’s claims become immediately due if:
• New facts suggest the Client may not meet its obligations;
• The Client fails to provide requested security in time.
3. If the Client refuses delivery, security deposits may be forfeited unless non-compliance is due to product non-conformity.
4. If circumstances make fulfillment unreasonably difficult, Ravebo may terminate the agreement.
5. If the Client is at fault for dissolution, it must compensate Ravebo for all damages.
6. If Ravebo suspends or dissolves the agreement, it is not liable for damages, but the Client remains liable for any it causes.
7. In case of suspension of payments or bankruptcy, Ravebo may terminate the agreement without obligation to compensate.
8. Early termination by the Client results in a compensation obligation to Ravebo.

Article 20. Applicable Law and Jurisdiction

1. All agreements between Ravebo and the Client are governed by Dutch law.
2. All disputes shall be governed by Dutch law regardless of where they arise.
3. Exclusive jurisdiction lies with the District Court of Rotterdam, without prejudice to Ravebo’s right to take legal action in the Client’s local court or under applicable international law.